Atlas Venture Fund XI, L.P. - Oct 26, 2021 Form 4 Insider Report for Xilio Therapeutics, Inc. (XLO)

Role: 10%+ Owner
Signature: Atlas Venture Fund XI, L.P. By: Atlas Venture Associates XI, L.P., Its: General Partner By: Atlas Venture Associates XI, LLC, Its General Partner, By: /s/ Ommer Chohan
Stock symbol: XLO
Transactions as of: Oct 26, 2021
Transactions value $: $3,000,000
Form type: 4
Date filed: 10/26/2021, 05:01 PM
Previous filing: Oct 21, 2021
Next filing: Nov 29, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	XLO	Common Stock	Conversion of derivative security		+1.37M	+5217.55%		1.4M	Oct 26, 2021	See Footnote	F1, F2
transaction	XLO	Common Stock	Conversion of derivative security		+624K	+44.6%		2.02M	Oct 26, 2021	See Footnote	F2, F3
transaction	XLO	Common Stock	Conversion of derivative security		+548K			548K	Oct 26, 2021	See Footnote	F4, F5
transaction	XLO	Common Stock	Purchase	$3M	+188K	+34.19%	$16.00^*	736K	Oct 26, 2021	See Footnote	F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	XLO	Series A1 Preferred Stock	Conversion of derivative security		-13M	-100%		0	Oct 26, 2021	Common Stock	1.37M		See Footnote	F1, F2
transaction	XLO	Series B Preferred Stock	Conversion of derivative security		-5.93M	-100%		0	Oct 26, 2021	Common Stock	624K		See Footnote	F2, F3
transaction	XLO	Series C Preferred Stock	Conversion of derivative security		-5.21M	-100%		0	Oct 26, 2021	Common Stock	548K		See Footnote	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.