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: Atlas Venture Fund XI, L.P. (10% Owner)
Reporting Person: Atlas Venture Opportunity Fund I, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-26	Common Stock	C	1372998	—	Acquired	1399313	Indirect
2021-10-26	Common Stock	C	624089	—	Acquired	2023402	Indirect
2021-10-26	Common Stock	C	548442	—	Acquired	548442	Indirect
2021-10-26	Common Stock	P	187500	$16.00	Acquired	735942	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-26	Series A1 Preferred Stock	$	C	13043477	Disposed		Common Stock (1372998)	Indirect
2021-10-26	Series B Preferred Stock	$	C	5928852	Disposed		Common Stock (624089)	Indirect
2021-10-26	Series C Preferred Stock	$	C	5210204	Disposed		Common Stock (548442)	Indirect

Footnotes

F1: The Series A1 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 A1 Preferred Stock had no expiration date.

F2: The shares are held directly by Atlas Venture Fund XI, L.P. ("Atlas Venture Fund XI"). The general partner of Atlas Venture Fund XI is Atlas Venture Associates XI, L.P. ("AVA XI LP"). Atlas Venture Associates XI, LLC ("AVA XI LLC") is the general partner of AVA XI LP. Each of AVA XI LP and AVA XI LLC disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Fund XI, except to the extent of its pecuniary interest therein, if any.

F3: 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 B Preferred Stock had no expiration date.

F4: 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.

F5: The shares are held directly by Atlas Venture Opportunity Fund I, L.P. ("Atlas Venture Opportunity Fund I"). The general partner of Atlas Venture Opportunity Fund I is Atlas Venture Associates Opportunity I, L.P. ("AVAO I LP"). Atlas Venture Associates Opportunity I, LLC ("AVAO I LLC") is the general partner of AVAO I LP. Each of AVAO I LP and AVAO I LLC disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Opportunity Fund I, except to the extent of its pecuniary interest therein, if any.