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: Nielsen Jack (Director)

Non-Derivative Transactions

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

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)	Indirect
2021-03-23	Series C Preferred Stock	$	C	397576	Disposed		Common Stock (477091)	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 Vivo Capital Fund IX, L.P. ("Fund IX"). Vivo Capital IX, LLC ("Capital IX") is the general partner of Fund IX. The
Reporting Person is a managing member of Capital IX and may be deemed to share voting and investment power with respect to the shares
beneficially owned by Fund IX and disclaims Section 16 beneficial ownership of such securities held by Fund IX, except to the extent of his
pecuniary interest therein, if any.