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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*
Mitrano Richard J.
(Last) (First) (Middle)
C/O FREQUENCY THERAPEUTICS, INC.,
75 HAYDEN AVENUE
(Street)
LEXINGTON MA 02421
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/08/2022 		3. Issuer Name and Ticker or Trading Symbol
Frequency Therapeutics, Inc. [ FREQ ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, Finance
 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 25,679 D
Common Stock 4,032 I Held by The Carey/Mitrano Family Trust
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
Restricted Stock Units 07/04/2023 (1) Common Stock 25,000 0.00 D
Restricted Stock Units 07/04/2022 (1) Common Stock 7,500 0.00 D
Stock Option (Right to Buy) (2) 01/14/2031 Common Stock 11,550 35.85 D
Stock Option (Right to Buy) (3) 02/11/2030 Common Stock 18,000 25.05 D
Stock Option (Right to Buy) (4) 10/01/2029 Common Stock 17,816 14 D
Stock Option (Right to Buy) (5) 04/16/2029 Common Stock 28,805 3.37 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. The restricted stock units have no expiration date.
2. The option vests and becomes exercisable in equal monthly installments over a four year period commencing on February 1, 2021, and will be fully vested and exercisable on January 1, 2025.
3. The option vests and becomes exercisable in equal monthly installments over a four year period commencing on February 1, 2020, and will be fully vested and exercisable on January 1, 2024.
4. The option vests and becomes exercisable in equal monthly installments over a four year period commencing on November 2, 2019, and will be fully vested and exercisable on October 2, 2023.
5. 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.
Remarks:
Exhibit 24 - Power of Attorney.
/s/ James P. Abely, Attorney-in-Fact 04/15/2022
** 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 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 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/ Richard Mitrano
                                               -------------------
                                   Print Name: Richard Mitrano


                                Schedule A

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

David L. Lucchino
James P. Abely