Robert Nelsen - Sep 8, 2023 Form 4 Insider Report for Lyell Immunopharma, Inc. (LYEL)

Role: Director, 10%+ Owner
Signature: /s/ Charles Newton, as Attorney-in-fact
Stock symbol: LYEL
Transactions as of: Sep 8, 2023
Transactions value $: $0
Form type: 4
Date filed: 9/8/2023, 04:24 PM
Previous filing: Jun 20, 2023
Next filing: Feb 12, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	LYEL	Common Stock						18.2M	Sep 8, 2023	ARCH Venture Fund IX, L.P.	F1
holding	LYEL	Common Stock						18.2M	Sep 8, 2023	ARCH Venture Fund IX Overage, L.P.	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	LYEL	Option (right to buy)	Award	$0	+55K		$0.00	55K	Sep 8, 2023	Common Stock	55K	$3.19	Direct	F3, F4

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

Explanation of Responses:

Id	Content
F1	These shares are directly held by ARCH Venture Fund IX, L.P. ("AVF IX") (the "AVF IX Shares"). ARCH Venture Partners IX, L.P. ("AVP IX LP"), as the sole general partner of AVF IX, may be deemed to beneficially own the AVF IX Shares. ARCH Venture Partners IX, LLC ("AVP IX LLC"), as the sole general partner of AVP IX LP, may be deemed to beneficially own the AVF IX Shares. As a managing director of AVP IX LLC, the Reporting Person may also be deemed to share the power to direct the disposition and vote of the AVF IX Shares. AVP IX LP, AVP IX LLC and the Reporting Person each disclaim beneficial ownership of the AVF IX Shares except to the extent of any pecuniary interest therein.
F2	These shares are directly held by ARCH Venture Fund IX Overage, L.P. ("AVF IX Overage") (the "AVF IX Overage Shares"). ARCH Venture Partners IX Overage, L.P. ("AVP IX Overage LP"), as the sole general partner of ARCH IX Overage, may be deemed to beneficially own the AVF IX Overage Shares. AVP IX LLC, as the sole general partner of AVP IX Overage LP, may be deemed to beneficially own the AVF IX Overage Shares. As a managing director of AVP IX LLC, the Reporting Person may also be deemed to share the power to direct the disposition and vote of the AVF IX Overage Shares. AVP IX Overage LP, AVP IX LLC and the Reporting Person each disclaim beneficial ownership of the AVF Overage Shares except to the extent of any pecuniary interest therein.
F3	On September 6, 2023, to align with benchmarking data, the issuer's Compensation Committee amended the Non-Employee Director Compensation Policy to increase the annual equity grant to non-employee directors. The Reporting Person was granted an option to purchase 65,000 shares on June 16, 2023, prior to the amendment of the policy. This additional option grant aligns the Reporting Person's total 2023 grants with the updated policy.
F4	The option shares shall vest on the earlier of (a) the date of the next annual meeting of the stockholders that occurs following June 16, 2023 (or the date immediately prior to such date if the Reporting Person's service as a director ends at such annual meeting due to the Reporting Person's failure to be re-elected or the Reporting Person not standing for re-election); or (b) the first anniversary of June 16, 2023, subject to the Reporting Person providing continuous service through such date.