Instil Bio, Inc. — Director's Dealing 2021

Mar 19, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Instil Bio, Inc. (TIL)
CIK: 0001789769
Period of Report: 2021-03-18

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2537873	Direct
Common Stock	2399999	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (30000000)		Indirect
Series B Preferred Stock	$		Common Stock (6098799)		Indirect
Series C Preferred Stock	$		Common Stock (1431274)		Indirect
Employee Stock Option (right to buy)	$0.35	2029-09-05	Common Stock (862125)		Direct
Employee Stock Option (right to buy)	$1.15	2030-06-30	Common Stock (2922043)		Direct
Employee Stock Option (right to buy)	$5.95	2031-02-09	Common Stock (1200000)		Direct

Footnotes

F1: 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.

F2: Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock is convertible at any time at the option of the holder, without payment of additional consideration, into Common Stock, on a one for one basis, has no expiration date and is expected to automatically convert into shares of Common Stock upon the closing of the Issuer's initial public offering.

F3: 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.

F4: Twenty-five percent (25%) of the shares subject to the option vested on September 6, 2019, and the remaining shares subject to the option vested or shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

F5: Twenty-five percent (25%) of the shares subject to the option vest on July 1, 2021, and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

F6: Twenty-five percent (25%) of the shares subject to the option vest on February 10, 2022, and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.