Xilio Therapeutics, Inc. — Director's Dealing 2021

Oct 26, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xilio Therapeutics, Inc. (XLO)
CIK: 0001840233
Period of Report: 2021-10-26

Reporting Person: RiverVest Venture Fund IV, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-26	Common Stock	C	832120	—	Acquired	832120	Indirect
2021-10-26	Common Stock	C	359324	—	Acquired	1191444	Indirect
2021-10-26	Common Stock	P	250000	$16.00	Acquired	1441444	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-26	Series B Preferred Stock	$	C	832120	Disposed		Common Stock (832120)	Indirect
2021-10-26	Series B Preferred Stock	$	C	359324	Disposed		Common Stock (359324)	Indirect

Footnotes

F1: Each share of Series B Preferred Stock and Series C Preferred Stock automatically converted into 1 share of the Issuer's common stock upon the closing of the Issuer's initial public offering on October 26, 2021. The shares have no expiration date.

F2: The shares held by RiverVest Venture Fund IV, L.P. ("RiverVest IV") are indirectly held by RiverVest Venture Partners IV, L.P. ("RiverVest Partners IV"), which is the general partner of RiverVest IV. RiverVest Venture Partners IV, LLC is the general partner of RiverVest Partners IV.

F3: The individual managers of RiverVest Ventures Partners IV, LLC are Jay Schmelter, John P. McKearn, Ph.D. and Niall O'Donnell. RiverVest Partners IV, RiverVest Venture Partners IV, LLC and each of the individual managers share voting and dispositive power with regard to the securities directly held by RiverVest Venture Fund IV, L.P.

F4: RiverVest IV purchased the shares in the Issuer's initial public offering.