James E. Flynn - Oct 26, 2021 Form 4 Insider Report for Xilio Therapeutics, Inc. (XLO)

Role
Possible Member of 10% Group, 10%+ Owner
Signature
/s/ Jonathan Isler, Attorney-in-Fact
Stock symbol
XLO
Transactions as of
Oct 26, 2021
Transactions value $
$12,400,000
Form type
4
Date filed
10/28/2021, 07:15 PM
Previous filing
Oct 21, 2021
Next filing
Nov 16, 2021

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 Through Deerfield Partners, L.P. F1, F2, F3
transaction XLO Common Stock Conversion of derivative security +756K 756K Oct 26, 2021 Through Deerfield Private Design Fund V, L.P. F1, F2, F3
transaction XLO Common Stock Purchase $6.2M +388K +51.22% $16.00 1.14M Oct 26, 2021 Through Deerfield Partners, L.P. F2, F3
transaction XLO Common Stock Purchase $6.2M +388K +51.22% $16.00 1.14M Oct 26, 2021 Through Deerfield Private Design Fund V, L.P. F2, F3

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 Through Deerfield Partners, L.P. F1, F2, F3
transaction XLO Series C Preferred Stock Conversion of derivative security -7.19M -100% 0 Oct 26, 2021 Common Stock 756K Through Deerfield Private Design Fund V, L.P. F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

James E. Flynn is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Each share of Series C Preferred Stock automatically converted into 0.1053 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-9.5 reverse split of the Issuer's common stock effected by the Issuer on October 15, 2021).
F2 This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("Fund V"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (together with Fund V, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.
F3 In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Remarks:

Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 4 with regard to DA32 Life Science Tech Acquisition Corp. filed with the Securities and Exchange Commission on August 3, 2021 by Deerfield Partners, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and James E. Flynn