SEC Filing – Korro Bio, Inc.

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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

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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^*

Mitrano Richard J.

(Last)

(First)

(Middle)

C/O FREQUENCY THERAPEUTICS, INC.,

75 HAYDEN AVE, SUITE 300

(Street)

LEXINGTON

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)
VP Finance & Operations

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$2.14	08/17/2022		A		17,816		⁽¹⁾	10/01/2029	Common Stock	17,816	⁽²⁾	17,816	D
Stock Option	$14	08/17/2022		D			17,816	⁽¹⁾	10/01/2029	Common Stock	17,816	⁽²⁾	0	D
Stock Option	$2.14	08/17/2022		A		18,000		⁽³⁾	02/11/2030	Common Stock	18,000	⁽²⁾	18,000	D
Stock Option	$25.05	08/17/2022		D			18,000	⁽³⁾	02/11/2030	Common Stock	18,000	⁽²⁾	0	D
Stock Option	$2.14	08/17/2022		A		11,550		⁽⁴⁾	01/14/2031	Common Stock	11,550	⁽²⁾	11,550	D
Stock Option	$35.85	08/17/2022		D			11,550	⁽⁴⁾	01/14/2031	Common Stock	11,550	⁽²⁾	0	D

Explanation of Responses:

1. 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.

2. The transaction reported herein reflects a one-time stock option repricing that became effective on August 17, 2022 and is being reported in this manner solely to comply with the technical reporting requirements under Section 16(a) of the Securities Exchange Act of 1934, as amended. There have been no other changes to the terms of these options.

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 February 1, 2021, and will be fully vested and exercisable on January 1, 2025.

	/s/ James Abely, Attorney-in-Fact for Richard Mitrano	08/19/2022
	** 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).
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