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: Rock Springs Capital Management LP (10% Owner)
Reporting Person: Rock Springs Capital LLC (10% Owner)
Reporting Person: Rock Springs Capital Master Fund LP (10% Owner)
Reporting Person: Four Pines Master Fund LP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-26	Common Stock	C	756472	—	Acquired	756472	Indirect
2021-10-26	Common Stock	C	151294	—	Acquired	151294	Indirect
2021-10-26	Common Stock	P	500000	$16.00	Acquired	1256472	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-26	Series C Preferred Stock	$	C	7186490	Disposed		Common Stock (756472)	Indirect
2021-10-26	Series C Preferred Stock	$	C	1437297	Disposed		Common Stock (151294)	Indirect

Footnotes

F1: The Series C Preferred Stock converted into shares of the Issuer's common stock, $0.001 par value, on a 9.5:1 basis automatically immediately prior to the closing of the Issuer's initial public offering. The Series C Preferred Stock had no expiration date.

F2: The securities reported herein are held of record by Rock Springs Capital Master Fund LP ("Master Fund"). Rock Springs Capital LLC ("RSC") is the general partner of Rock Springs Capital Management LP ("RSCM") which is the investment manager to Master Fund. RSC and RSCM may therefore be deemed to have or share beneficial ownership of the shares held directly by Master Fund.

F3: The securities reported herein are held of record by Four Pines Master Fund LP ("Four Pines"). RSC is the general partner of RSCM which is the investment manager to Four Pines. RSC and RSCM may therefore be deemed to have or share beneficial ownership of the shares held directly by Four Pines.