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: Shah Nimish P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-23	Common Stock	C	5100866	—	Acquired	5100866	Indirect
2021-03-23	Common Stock	C	510030	—	Acquired	510030	Indirect
2021-03-23	Common Stock	C	430431	—	Acquired	5531297	Indirect
2021-03-23	Common Stock	C	43033	—	Acquired	553063	Indirect
2021-03-23	Common Stock	C	480716	—	Acquired	480716	Indirect
2021-03-23	Common Stock	P	104640	$20.00	Acquired	5635937	Indirect
2021-03-23	Common Stock	P	10470	$20.00	Acquired	563533	Indirect
2021-03-23	Common Stock	P	116880	$20.00	Acquired	597596	Indirect
2021-03-23	Common Stock	P	48390	$20.00	Acquired	48390	Indirect
2021-03-23	Common Stock	P	19620	$20.00	Acquired	19620	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-23	Series B Preferred Stock	$	C	4250722	Disposed		Common Stock (5100866)	Indirect
2021-03-23	Series B Preferred Stock	$	C	425025	Disposed		Common Stock (510030)	Indirect
2021-03-23	Series C Preferred Stock	$	C	358693	Disposed		Common Stock (430431)	Indirect
2021-03-23	Series C Preferred Stock	$	C	35861	Disposed		Common Stock (43033)	Indirect
2021-03-23	Series C Preferred Stock	$	C	400597	Disposed		Common Stock (480716)	Indirect

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 Venrock Healthcare Capital Partners III, L.P. ("Partners III"). VHCP Management III, LLC ("Management III") is the
sole general partner of Partners III. The Reporting Person is a voting member of Management III and may be deemed to share voting and
investment power with respect to the shares held by Partners III and disclaims Section 16 beneficial ownership of such securities held by
Partners III, except to the extent of his pecuniary interest therein, if any.

F3: The shares are held by VHCP Co-Investment Holdings III, LLC ("Holdings III"). Management III is the manager of Holdings III. The Reporting
Person is a voting member of Management III and may be deemed to share voting and investment power with respect to the shares held by
Holdings III and disclaims Section 16 beneficial ownership of such securities held by Holdings III, except to the extent of his pecuniary interest
therein, if any.

F4: The securities are held by Venrock Healthcare Capital Partners EG, L.P. ("Partners EG"). VHCP Management EG, LLC ("Management EG") is
the sole general partner of Partners EG. The Reporting Person is a voting member of Management EG and may be deemed to share voting and
investment power with respect to the shares held by Partners EG and disclaims Section 16 beneficial ownership of such securities held by
Partners EG, except to the extent of his pecuniary interest therein, if any.

F5: The securities are held by Venrock Healthcare Capital Partners II, L.P. ("Partners II"). VHCP Management II, LLC ("Management II") is the sole general partner of Partners II. The Reporting Person is a voting member of Management II and may be deemed to share voting and investment power with respect to the shares held by Partners II and disclaims Section 16 beneficial ownership of such securities held by Partners II, except to the extent of his pecuniary interest therein, if any.

F6: The shares are held by VHCP Co-Investment Holdings II, LLC ("Holdings II"). Management II is the manager of Holdings II. The Reporting Person is a voting member of Management II and may be deemed to share voting and investment power with respect to the shares held by Holdings II and disclaims Section 16 beneficial ownership of such securities held by Holdings II, except to the extent of his pecuniary interest therein, if any.