Rock Springs Capital Management LP - Oct 26, 2021 Form 4 Insider Report for Xilio Therapeutics, Inc. (XLO)

Role
10%+ Owner
Signature
By: /s/ Mark Bussard, Authorized Signatory, Rock Springs Capital Management LP
Stock symbol
XLO
Transactions as of
Oct 26, 2021
Transactions value $
$8,000,000
Form type
4
Date filed
10/26/2021, 05:04 PM
Previous filing
Oct 21, 2021
Next filing
Jan 10, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XLO Common Stock Conversion of derivative security +756K 756K Oct 26, 2021 See footnote F1, F2
transaction XLO Common Stock Conversion of derivative security +151K 151K Oct 26, 2021 See footnote F1, F3
transaction XLO Common Stock Purchase $8M +500K +66.1% $16.00* 1.26M Oct 26, 2021 See footnote F2

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 C Preferred Stock Conversion of derivative security -7.19M -100% 0 Oct 26, 2021 Common Stock 756K See footnote F1, F2
transaction XLO Series C Preferred Stock Conversion of derivative security -1.44M -100% 0 Oct 26, 2021 Common Stock 151K See footnote F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Rock Springs Capital Management LP is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
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.