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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Nader Francois

(Last)

(First)

(Middle)

C/O PREVAIL THERAPEUTICS INC.

430 EAST 29TH STREET, SUITE 940

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/19/2019

3. Issuer Name and Ticker or Trading Symbol
Prevail Therapeutics Inc. [ PRVL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	23,747	⁽¹⁾	I	By LLC⁽²⁾
Stock Option (Right to Buy)	⁽³⁾	05/11/2028	Common Stock	133,447	$2.81	D
Stock Option (Right to Buy)	⁽⁴⁾	04/18/2029	Common Stock	32,400	$10.26	D

Explanation of Responses:

1. The Series B Preferred Stock will automatically convert into the same number of shares common stock upon the closing of the Issuer's initial public offering. The Series B Stock has no expiration date.

2. These shares are held by Jesra Ventures LLC (the "LLC"). The Reporting Person is a manager and a member of the LLC and, as such, may be deemed to share voting and investment power with respect to the shares held by the LLC. The Reporting Person disclaims beneficial ownership of those shares owned by the LLC, except to the extent of his pecuniary interest therein.

3. 25% of the total number of shares underlying the option vested and became exercisable on May 4, 2019 and an additional 1/48th of the total number of shares underlying the option shall vest and become exercisable on the first day of each of the thirty-six (36) consecutive months thereafter subject, in all cases, to the Reporting Person continuing as a director with the Issuer on each such date.

4. 25% of the total number of shares underlying the option shall vest and become exercisable on April 18, 2020 and an additional 1/48th of the total number of shares underlying the option shall vest and become exercisable on the same date of each of the thirty-six (36) consecutive months thereafter subject, in all cases, to the Reporting Person continuing as a director with the Issuer on each such date.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney No Table I Securities Beneficially Owned

	/s/ Alison Haggerty, Attorney-in-Fact	06/19/2019
	** 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.