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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
McCubbin Quentin
(Last) (First) (Middle)
75 HAYDEN AVE
SUITE 300
(Street)
LEXINGTON MA 02421
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Frequency Therapeutics, Inc. [ FREQ ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Manufacturing Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/14/2022
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/14/2022 M 17,500 A (1) 29,563(2) D
Common Stock 02/15/2022 S 1,261(3) D $4.331(4) 28,302 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (1) 02/14/2022 M 17,500 (5) (1) Common Stock 17,500 (1) 17,500 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.
2. Includes 2063 shares acquired under the Issuer's Employee Stock Purchase Plan on December 31, 2021.
3. Represents a portion of the shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of the restricted stock units and does not represent discretionary trades by the Reporting Person.
4. This transaction was executed in multiple trades through a broker-dealer at prices ranging from $4.28 to $4.40. The price reported in this column reflects the weighted average sales price. Upon request, the reporting person will provide to the SEC staff full information regarding the number of Shares sold at each price.
5. The restricted stock units will vest as to 50% on February 14, 2022 and 50% on July 4, 2022.
/s/ James P. Abely, Attorney-in-Fact for Quentin McCubbin 02/16/2022
** 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 4 (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 appo
ints the 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 substituti
on 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 beha
lf, 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 20th day of January, 2021.



Signature:         /s/ Quentin McCubbin
Print Name:      Quentin McCubbin

Schedule A

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

Peter Pfreundschuh
James P. Abely