IN8BIO, INC. — Director's Dealing 2021

Aug 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: IN8BIO, INC. (INAB)
CIK: 0001740279
Period of Report: 2021-08-13

Reporting Person: Fletcher Aaron G.L. (10% Owner)
Reporting Person: BIOS Capital Management, LP (10% Owner)
Reporting Person: BIOS Advisors GP, LLC (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-13	Stock Option (right to buy)	$1.0685	J	12775	Acquired	2029-03-11	Common Stock (12775)	Indirect
2021-08-13	Stock Option (right to buy)	$10	J	10500	Acquired	2031-07-29	Common Stock (10500)	Indirect

Footnotes

F1: Consists of options to purchase 12,775 shares of common stock of the Issuer, par value $0.0001 per share, granted in consideration for Travis Whitfill's services as a director of the Issuer.

F2: Twenty-five percent (25%) of the shares subject to the option vested on March 15, 2020, and the remaining shares subject to the options vested or shall vest in thirty-six (36) equal monthly installments thereafter, subject to Mr. Whitfill continuing to provide services through each such date.

F3: Consists of options to purchase 10,500 shares of common stock of the Issuer, par value $0.0001 per share, granted in consideration for Mr. Whitfill's services as a director of the Issuer.

F4: One twelfth (1/12th) of the shares subject to the option shall vest in equal monthly installments commencing on August 29, 2021 and will be fully vested on the date of the next annual meeting of the Issuer's stockholders, subject to Mr. Whitfill continuing to provide services through each such date.

F5: Bios Equity Partners, LP ("Bios Equity I") is the general partner of BP Directors, LP ("Bios Directors"). Bios Capital Management, LP ("Bios Management"), an entity managed and controlled by Mr. Fletcher, is a general partner of Bios Equity I. Bios Advisors GP, LLC ("Bios Advisors"), an entity managed and controlled by Mr. Fletcher, is the general partner of Bios Management.

F6: Pursuant to a preexisting agreement, Mr. Whitfill is deemed to hold the reported options for the benefit of Bios Directors. Bios Directors may be deemed the direct or indirect beneficial owner of the options, and Bios Equity I, Bios Management, Bios Advisors and Mr. Fletcher may each be deemed the indirect beneficial owner of the options through its or his indirect interest in Bios Directors.

F7: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.