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  4. [Form 3] Prelude Therapeutics Inc Initial Statement of Beneficial Ownership

RA Capital reports 7.88M-share Prelude Therapeutics (PRLD) stake

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Prelude Therapeutics Inc received an initial ownership report from RA Capital–related entities. The filing shows 7,882,882 shares of Common Stock held indirectly and reported as held directly by RA Capital Healthcare Fund, L.P. The investment adviser, its general partner, and individuals Peter Kolchinsky and Rajeev Shah each disclaim beneficial ownership except to the extent of their pecuniary interests.

Positive

  • None.

Negative

  • None.
Insider RA CAPITAL MANAGEMENT, L.P., RA Capital Healthcare Fund LP, Kolchinsky Peter, Shah Rajeev M.
Role null | null | null | null
Type Security Shares Price Value
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 7,882,882 shares (Indirect, See footnotes)
Footnotes (1)
  1. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein. Held directly by the Fund.
Indirect Common Stock holdings 7,882,882 shares Total shares following holding entry on 2026-04-21
beneficial ownership financial
"disclaims beneficial ownership of any of the reported securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of its or his respective pecuniary interest therein"
investment manager financial
"RA Capital Management, L.P. (the "Adviser") is the investment manager"
general partner financial
"The general partner of the Adviser is RA Capital Management GP, LLC"
A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.
held directly by the Fund financial
"Held directly by the Fund."
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SEC Form 3
FORM 3UNITED 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
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
RA CAPITAL MANAGEMENT, L.P.
(Last)(First)(Middle)
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
04/21/2026		3. Issuer Name and Ticker or Trading Symbol
Prelude Therapeutics Inc [ PRLD ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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 Stock7,882,882ISee footnotes(1)(2)
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 ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
RA CAPITAL MANAGEMENT, L.P.
(Last)(First)(Middle)
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
RA Capital Healthcare Fund LP
(Last)(First)(Middle)
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Kolchinsky Peter
(Last)(First)(Middle)
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Shah Rajeev M.
(Last)(First)(Middle)
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.
2. Held directly by the Fund.
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.04/28/2026
/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P.04/28/2026
/s/ Peter Kolchinsky, individually04/28/2026
/s/ Rajeev Shah, individually04/28/2026
** Signature of Reporting PersonDate
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.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What does the new Form 3 filing reveal about RA Capital’s stake in Prelude Therapeutics (PRLD)?

The Form 3 shows RA Capital–related entities reporting 7,882,882 shares of Prelude Therapeutics Common Stock held indirectly. These shares are held directly by RA Capital Healthcare Fund, L.P., with related entities reporting only to the extent of their pecuniary interests.

Who is the primary holder of Prelude Therapeutics (PRLD) shares in this Form 3?

The shares are held directly by RA Capital Healthcare Fund, L.P. Other reporting persons, including RA Capital Management, L.P. and its general partner, report the position because of their roles but disclaim beneficial ownership beyond their economic interests.

How many Prelude Therapeutics (PRLD) shares are reported in the Form 3 filing?

The filing reports 7,882,882 shares of Common Stock following the reported holding entry. This figure represents an indirect ownership position, attributed to entities associated with RA Capital, with economic interests defined by their respective pecuniary stakes.

Do Peter Kolchinsky and Rajeev Shah personally own Prelude Therapeutics (PRLD) shares in this filing?

The filing lists Peter Kolchinsky and Rajeev Shah as managing members of the adviser’s general partner. It states that each of them disclaims beneficial ownership of the reported securities, except for their individual pecuniary interests through related investment entities.

What does it mean that RA Capital entities disclaim beneficial ownership of Prelude Therapeutics (PRLD) shares?

The disclaimer means the adviser, its general partner, the fund, and the individuals only acknowledge economic interests in the shares. They state they do not claim full beneficial ownership beyond what each is entitled to financially through their investment structures.

Is the RA Capital Form 3 for Prelude Therapeutics (PRLD) a buy or sell transaction?

The Form 3 is an initial ownership report, not a buy or sell disclosure. The transaction entry is classified as a holding with an unknown transaction code, simply stating the number of shares indirectly owned after the reported event.