Instil Bio, Inc. — Director's Dealing 2021

Mar 25, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Instil Bio, Inc. (TIL)
CIK: 0001789769
Period of Report: 2021-03-23

Reporting Person: Vivo Capital IX, LLC (10% Owner)
Reporting Person: Vivo Capital Fund IX, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-23	Common Stock	C	11709696	—	Acquired	11709696	Direct
2021-03-23	Common Stock	C	477091	—	Acquired	12186787	Direct
2021-03-23	Common Stock	P	300000	$20.00	Acquired	12486787	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-23	Series B Preferred Stock	$	C	9758080	Disposed		Common Stock (11709696)	Direct
2021-03-23	Series C Preferred Stock	$	C	397576	Disposed		Common Stock (477091)	Direct

Footnotes

F1: Each share of Series B Preferred Stock and Series C Preferred Stock automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering for no additional consideration, on a 1.2 for one basis, and had no expiration date.

F2: The securities are held by Vivo Capital Fund IX, L.P. ("Fund IX"). Vivo Capital IX, LLC ("Capital IX") is the general partner of Fund IX. As the
managing members of Capital IX, Frank Kung, Edgar Engleman, Shan Fu, Hongbo Lu, Mahendra Shah, Jack Nielsen and Michael Chang share
voting and dispositive power over the shares held by Fund IX, but each disclaims beneficial ownership of such shares except to the extent of
their individual pecuniary interest therein.