Richard Klausner - 16 Jun 2021 Form 3 Insider Report for Lyell Immunopharma, Inc. (LYEL)

Role: Executive Chairman, Director
Signature: /s/ Heather D. Turner, as Attorney-in-fact
Issuer symbol: LYEL
Transactions as of: 16 Jun 2021
Net transactions value: $0
Form type: 3
Filing time: 16 Jun 2021, 19:18:29 UTC
Previous filing: 10 Jun 2022
Next filing: 23 Jun 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	LYEL	Common Stock						2,967,834	16 Jun 2021	Direct	F1

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	LYEL	Option (right to buy)							16 Jun 2021	Common Stock	2,713,756	$0.1000	Direct	F2
holding	LYEL	Option (right to buy)							16 Jun 2021	Common Stock	650,000	$3.65	Direct	F3
holding	LYEL	Option (right to buy)							16 Jun 2021	Common Stock	4,675,392	$3.65	Direct	F4
holding	LYEL	Series A Convertible Preferred Stock							16 Jun 2021	Common Stock	3,765,842	$1.83	Lyell Investors, LLC	F5, F6

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

Explanation of Responses:

Id	Content
F1	1/4 of the shares vested on August 1, 2019, with the remaining shares to vest in equal monthly installments (145,833) over the following thirty-six months.
F2	1/4 of the option shares vested on September 20, 2019, with the remaining option shares to vest in equal monthly installments over the following thirty-six months. The option provides for an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase.
F3	The shares vest in equal monthly installments over the forty-eight months following February 1, 2020.
F4	The shares vest in equal monthly installments over the forty-eight months following July 9, 2019. The option provides for an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase.
F5	The Series A Convertible Preferred Stock is convertible at any time, at the Reporting Person's election, has no expiration date, and will automatically convert to shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering on a 1-for-1 basis.
F6	The shares of Series A Convertible Preferred Stock are held by Lyell Investors, LLC. The Reporting Person is a manager of Lyell Investors, LLC (Lyell Investors) and may be deemed to share the power to direct the disposition and vote of the shares held by Lyell Investors. The Reporting Person disclaims beneficial ownership of all shares held by Lyell Investors except to any pecuniary interest therein.