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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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1. Name and Address of Reporting Person*
Lucchino David L.
(Last) (First) (Middle)
C/O FREQUENCY THERAPEUTICS, INC.,
19 PRESIDENTIAL WAY, 2ND FLOOR
(Street)
WOBURN MA 01801
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/02/2019 		3. Issuer Name and Ticker or Trading Symbol
Frequency Therapeutics, Inc. [ FREQ ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 397,288 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) (1) Common Stock 6,530 (1) D
Series B Preferred Stock (1) (1) Common Stock 4,033 (1) D
Stock Option (2) 06/28/2027 Common Stock 87,456 0.61 D
Stock Option (3) 05/21/2028 Common Stock 331,434 0.61 D
Stock Option (4) 04/16/2029 Common Stock 444,371 3.37 D
Stock Option (5) 04/16/2029 Common Stock 96,361 3.37 D
Explanation of Responses:
1. Each share of the Issuer's preferred stock is convertible into 0.148467077 shares of the Issuer's common stock at the holder's election and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering.
2. The option vests and becomes exercisable in equal monthly installments over a four year period commencing on February 1, 2017, and will be fully vested and exercisable on January 1, 2021.
3. The option vests and becomes exercisable in equal monthly installments over a four year period commencing on February 1, 2018, and will be fully vested and exercisable on January 1, 2022.
4. The option vests and becomes exercisable in equal monthly installments over a four year period commencing on February 1, 2019, and will be fully vested and exercisable on January 1, 2023.
5. The option is fully vested.
Remarks:
Exhibit 24 - Power of Attorney.
/s/ Michael D. Bookman, Attorney-in-Fact for David L. Lucchino 10/02/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                      EXHIBIT 24

                                 POWER OF ATTORNEY

    With respect to holdings of and transactions in securities issued by
Frequency Therapeutics, Inc. (the "Company"), the undersigned hereby constitutes
and appoints the individual or individuals named on Schedule A attached hereto
and as may be amended from time to time, or any of them signing singly, with
full power of substitution and resubstitution, to act as the undersigned's true
and lawful attorney-in-fact to:

    1.    prepare, execute in the undersigned's name and on the undersigned's
          behalf, and submit to the United States Securities and Exchange
          Commission (the "SEC") a Form ID, including amendments thereto, and
          any other documents necessary or appropriate to obtain and/or
          regenerate codes and passwords enabling the undersigned to make
          electronic filings with the SEC of reports required by Section 16(a)
          of the Securities Exchange Act of 1934, as amended, or any rule or
          regulation of the SEC;

    2.    execute for and on behalf of the undersigned, Forms 3, 4, and 5 in
          accordance with Section 16 of the Securities Exchange Act of 1934, as
          amended, and the rules thereunder;

    3.    do and perform any and all acts for and on behalf of the undersigned
          which may be necessary or desirable to complete and execute any such
          Form 3, 4, or 5, complete and execute any amendment or amendments
          thereto, and timely file such form with the SEC and any stock exchange
          or similar authority; and

    4.    take any other action of any type whatsoever in connection with the
          foregoing which, in the opinion of such attorney-in-fact, may be of
          benefit to, in the best interest of, or legally required by, the
          undersigned, it being understood that the documents executed by such
          attorney-in-fact on behalf of the undersigned pursuant to this Power
          of Attorney shall be in such form and shall contain such terms and
          conditions as such attorney-in-fact may approve in such attorney-in-
          fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and
resubstitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.

    The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 12th day of September, 2019.


                            Signature:       /s/ David L. Lucchino
                                           ------------------------
                            Print Name:    David L. Lucchino


                                   Schedule A
                                   ----------

    Individual Appointed as Attorney-in-Fact with Full Power of Substitution
and Resubstitution

Michael D. Bookman