Fmr Llc - Oct 19, 2022 Form 3 Insider Report for Prime Medicine, Inc. (PRME)

Role: Other*, 10%+ Owner
Signature: Kevin M. Meagher, Duly authorized under Powers of Attorney, by and on behalf of FMR LLC and its direct and indirect subsidiaries, and Abigail P. Johnson
Stock symbol: PRME
Transactions as of: Oct 19, 2022
Transactions value $: $0
Form type: 3
Date filed: 10/19/2022, 08:24 PM
Previous filing: Sep 8, 2022
Next filing: Oct 26, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Date	Underlying Class	Amount	Ownership	Footnotes
holding	PRME	Series A Convertible Preferred Stock	Oct 19, 2022	Common Stock	4.12M	F-Prime Capital Partners Life Sciences Fund VI LP	F1
holding	PRME	Series A Convertible Preferred Stock	Oct 19, 2022	Common Stock	99K	F-Prime Capital Partners Life Sciences Advisors Fund VI LP	F1
holding	PRME	Series B Convertible Preferred Stock	Oct 19, 2022	Common Stock	11K	F-Prime Capital Partners Life Sciences Advisors Fund VI LP	F1
holding	PRME	Series A Convertible Preferred Stock	Oct 19, 2022	Common Stock	3.81M	Entity managed by Impresa Management LLC whose shares are subject to reporting by the Undersigned	F1
holding	PRME	Series B Convertible Preferred Stock	Oct 19, 2022	Common Stock	424K	Entity managed by Impresa Management LLC whose shares are subject to reporting by the Undersigned	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (together, the "Preferred Stock") are convertible into Common Stock on a one-for-3.10880 basis at any time at the option of the holder, and will automatically convert into the number of shares shown in Column 3 immediately prior to the closing of the Issuer's initial public offering. The Preferred Stock has no expiration date.

Content

The shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (together, the "Preferred Stock") are convertible into Common Stock on a one-for-3.10880 basis at any time at the option of the holder, and will automatically convert into the number of shares shown in Column 3 immediately prior to the closing of the Issuer's initial public offering. The Preferred Stock has no expiration date.

Remarks:

Remark 1: Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. The address of Abigail P. Johnson is c/o FMR LLC, 245 Summer Street, Boston, MA 02110. Remark 2: The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the undersigned are the beneficial owners of any securities reported herein. Remark 3: F-Prime Capital Partners Life Sciences Advisors Fund VI LP (FPCPLSA) is the general partner of F-Prime Capital Partners Life Sciences Fund VI LP. FPCPLSA is solely managed by Impresa Management LLC, the managing member of its general partner and its investment manager. Impresa Management LLC is owned, directly or indirectly, by various shareholders and employees of FMR LLC, including certain members of the Johnson family.