IN8BIO, INC. — Director's Dealing 2023

Aug 1, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: IN8BIO, INC. (INAB)
CIK: 0001740279
Period of Report: 2023-07-28

Reporting Person: FAIRBAIRN EMILY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-07-28	Common Stock	J	4111958	$0.00	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	91336	Indirect
Common Stock	27706	Indirect

Footnotes

F1: These securities are held by Transcend Partners Opportunity Fund I LLC ("Transcend"). Effective July 28, 2023, Transcend appointed new managing members and adopted a policy pursuant to which voting and dispositive decisions with respect to the Issuer's securities require the approval of at least two of Transcend's managers, Grant Fairbairn, Nina Fairbairn and Scott Kintz. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Based upon the foregoing analysis, neither an individual manager of Transcend nor the Reporting Person exercises voting or dispositive control over any of the Issuer's securities, even those in which such person may hold a pecuniary interest.

F2: The securities are held by Valley High Limited Partnership ("Valley High"). Emily Fairbairn's spouse is the sole managing partner of Valley High and has voting and investment power over the shares held by Valley High.

F3: The securities are held by Emily T. Fairbairn Roth IRA ("Roth IRA"). Emily Fairbairn exercises control over the Roth IRA, and as such, has voting and investment power over the shares held by the Roth IRA.