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: Crouch Bronson (Director, CEO and Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-23	Common Stock	C	30000000	—	Acquired	30000000	Indirect
2021-03-23	Common Stock	C	6098799	—	Acquired	36098799	Indirect
2021-03-23	Common Stock	C	1431274	—	Acquired	37530073	Indirect
2021-03-23	Common Stock	P	450000	$20.00	Acquired	37980073	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-23	Series A Preferred Stock	$	C	25000000	Disposed		Common Stock (30000000)	Indirect
2021-03-23	Series B Preferred Stock	$	C	5082333	Disposed		Common Stock (6098799)	Indirect
2021-03-23	Series C Preferred Stock	$	C	1192729	Disposed		Common Stock (1431274)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2537873	Direct
Common Stock	2399999	Indirect

Footnotes

F1: Each share of Series A Preferred Stock, 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 Curative Ventures V LLC (the "LLC"). CV-Immetacyte Ultimate Manager LLC ("Ultimate Manager") is the general
partner of CV-Immetacyte Manager LP, the general partner of the LLC. The Reporting Person is the manager of Ultimate Manager and disclaims
Section 16 beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F3: The securities are held by SB2A LP. The Reporting Person is the manager of SB2A Management LLC, the general partner and manager of
SB2A LP.