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: BAY CITY CAPITAL LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-26	Common Stock	C	665696	—	Acquired	665696	Indirect
2021-10-26	Common Stock	C	151294	—	Acquired	816990	Indirect
2021-10-26	Common Stock	P	312500	$16.00	Acquired	1129490	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-26	Series B Preferred Stock	$	C	6324110	Disposed		Common Stock (665696)	Indirect
2021-10-26	Series C Preferred Stock	$	C	1437297	Disposed		Common Stock (151294)	Indirect

Footnotes

F1: The Series B 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 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.

F3: Bay City Capital LLC, a Delaware limited liability company (BCC), Bay City Capital JV Management I LLC, a Delaware limited liability company (Management I), Bay City Capital GF XINDE Investment Management Co., a Cayman Islands company (Management Co.), and Bay City Capital GF Xinde International Life Sciences USD Fund, L.P., a Cayman Islands exempt limited partnership (USD Fund) are deemed to be a group for the purposes of Section 13(d) under the Securities Exchange Act of 1934. Management Co. is the general partner of USD Fund and has voting and dispositive power with respect to the securities held by USD Fund. BCC is the manager of, and an advisor to, Management I, and Management I holds an equity interest in Management Co.

F4: Represent securities held by USD Fund, including indirect interests of BCC, Management I, and Management Co. BCC, Management I and Management Co. each disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein.