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: McGaughy R Kent Jr (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-23	Common Stock	C	7074608	—	Acquired	7074608	Indirect
2021-03-23	Common Stock	C	954182	—	Acquired	8028790	Indirect
2021-03-23	Common Stock	P	450000	$20.00	Acquired	8478790	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-23	Series B Preferred Stock	$	C	5895507	Disposed		Common Stock (7074608)	Indirect
2021-03-23	Series C Preferred Stock	$	C	795152	Disposed		Common Stock (954182)	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 Ibisibill, LP (the "LP"). CPMG, Inc. is the general partner of the LP and has voting and investment control over the
shares beneficially owned by the LP. The Reporting Person is the sole shareholder and managing director of CPMG, Inc. and may be deemed to
share voting and investment power with respect to the shares beneficially owned by the LP. The Reporting Person disclaims beneficial
ownership of the shares beneficially owned by LP except to the extent of any pecuniary interest therein.