Mai-Britt Zocca - Nov 4, 2021 Form 3 Insider Report for IO Biotech, Inc. (IOBT)

Role: Chief Executive Officer, Director
Signature: /s/ Brian Burkavage, Attorney-in-Fact for Mai-Britt Zocca
Stock symbol: IOBT
Transactions as of: Nov 4, 2021
Transactions value $: $0
Form type: 3
Date filed: 11/4/2021, 09:33 PM
Next filing: Nov 12, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	IOBT	Common Stock						354	Nov 4, 2021	Direct

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
holding	IOBT	Class A Stock							Nov 4, 2021	Common Stock	26.6K		Zocca Consulting ApS	F1, F2
holding	IOBT	Warrants (Right to Buy)							Nov 4, 2021	Common Stock	8.86K	$13.97	Direct	F3, F4
holding	IOBT	Warrants (Right to Buy)							Nov 4, 2021	Common Stock	7.44K	$15.36	Direct	F4, F5
holding	IOBT	Warrants (Right to Buy)							Nov 4, 2021	Common Stock	116K	$12.64	Direct	F4, F6
holding	IOBT	Warrants (Right to Buy)							Nov 4, 2021	Common Stock	10.5K	$19.62	Direct	F4, F6
holding	IOBT	Warrants (Right to Buy)							Nov 4, 2021	Common Stock	94.8K	$12.64	Direct	F4, F6
holding	IOBT	Warrants (Right to Buy)							Nov 4, 2021	Common Stock	366K	$12.64	Direct	F4, F7

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

Explanation of Responses:

Id	Content
F1	Upon the closing of the Issuer's initial public offering ("IPO"), each share of Class A Stock beneficially owned by the reporting person will automatically convert, for no additional consideration, into the number of shares of Common Stock reported in Column 3. These shares of Class A Stock have no expiration date.
F2	The reporting person is the sole owner of Zocca Consulting ApS and, in such capacity, may be deemed to beneficially own the shares held directly by Zocca Consulting ApS. The reporting person disclaims beneficial ownership of the shares held directly by Zocca Consulting ApS except to the extent of his pecuniary interest therein.
F3	These Warrants vested in 25% annual increments on December 31 of each year following the November 23, 2016 grant date.
F4	Warrants expire in annual increments on the fifth anniversary of the vesting date.
F5	These Warrants vested in 25% annual increments on December 31 of each year following the February 21, 2017 grant date.
F6	These Warrants vest in 1/48 monthly increments after the May 27, 2021 vesting commencement date, subject to the reporting person's continued service through the applicable vesting date, and subject to 50% acceleration upon a change of control and subject to 100% acceleration upon termination of service by the Issuer without cause or by the reporting person within 24 months of a change of control.
F7	These Warrants vest in 1/48 monthly increments after October 15, 2021 vesting commencement date, subject to the reporting person's continued service through the applicable vesting date, and subject to 50% acceleration upon a change of control and subject to 100% acceleration upon termination of service by the Issuer without cause or by the reporting person within 24 months of a change of control.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney