Lyell Immunopharma, Inc. — Director's Dealing 2023

Nov 21, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Lyell Immunopharma, Inc. (LYEL)
CIK: 0001806952
Period of Report: 2023-11-16

Reporting Person: Newton Charles W. (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-11-16	Stock Option (right to buy)	$1.87	A	3612000	Acquired	2031-02-04	Common Stock (3612000)	Direct
2023-11-16	Stock Option (right to buy)	$6.24	D	3612000	Disposed	2031-02-04	Common Stock (3612000)	Direct
2023-11-16	Stock Option (right to buy)	$1.87	A	190000	Acquired	2031-02-04	Common Stock (190000)	Direct
2023-11-16	Stock Option (right to buy)	$6.24	D	190000	Disposed	2031-02-04	Common Stock (190000)	Direct
2023-11-16	Stock Option (right to buy)	$1.87	A	516000	Acquired	2031-02-04	Common Stock (516000)	Direct
2023-11-16	Stock Option (right to buy)	$6.24	D	516000	Disposed	2031-02-04	Common Stock (516000)	Direct
2023-11-16	Stock Option (right to buy)	$1.87	A	500000	Acquired	2032-03-15	Common Stock (500000)	Direct
2023-11-16	Stock Option (right to buy)	$5.98	D	500000	Disposed	2032-03-15	Common Stock (500000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8729	Direct

Footnotes

F1: Includes 2,941 shares acquired on May 18, 2022, 5,787 shares acquired on May 18, 2023 and 1 share acquired on November 17, 2023 under the Issuer's 2021 Employee Stock Purchase Plan.

F2: 2,483,250 shares were vested as of November 16, 2023 and the remaining unvested shares will vest in equal monthly installments over the following twenty-seven months based on the original vesting commencement date.

F3: The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") effective on November 16, 2023 (the "Repricing Date"). The Option Repricing applies to options with exercise prices greater than $2.37 per share held by all continuing employees of the Issuer as of the Repricing Date.

F4: Pursuant to the Option Repricing, the exercise price of the repriced options, including the Option, has been amended to reduce the exercise price to $1.87 per share, the closing price of the Issuer's common stock on the Repricing Date. However, if an employee exercises a repriced option before the end of a retention period of one year (subject to earlier termination in certain circumstances), such employee will be required to pay the original exercise price per share of such repriced option. In addition, the vesting schedule for the unvested shares underlying repriced options held by executive officers, including the reporting person, was extended for an additional year. There is no change to the expiration dates of or number of shares underlying the repriced options.

F5: 1/4 of the option shares vested on February 5, 2022, with the remaining option shares vesting in equal monthly installments over the following thirty-six months.

F6: 130,625 shares were vested as of November 16, 2023 and the remaining unvested shares will vest in equal monthly installments over the following twenty-seven months based on the original vesting commencement date.

F7: 311,750 shares were vested as of November 16, 2023 and the remaining unvested shares will vest in equal monthly installments over the following thirty-one months based on the original vesting commencement date.

F8: 1/48th of the total shares vest in equal monthly installments over the forty-eight months following June 16, 2021.

F9: 218,750 shares were vested as of November 16, 2023 and the remaining unvested shares will vest in equal monthly installments over the following thirty-nine months based on the original vesting commencement date.

F10: 12.5% of the option shares vested on August 9, 2022, with the remaining option shares to vest in equal monthly installments over the following forty-two months.