Charles W. Newton - Nov 16, 2023 Form 4 Insider Report for Lyell Immunopharma, Inc. (LYEL)

Role: Chief Financial Officer
Signature: /s/ Hector Casab, as Attorney-in-Fact
Stock symbol: LYEL
Transactions as of: Nov 16, 2023
Transactions value $: $0
Form type: 4
Date filed: 11/20/2023, 08:55 PM
Previous filing: Jun 9, 2023
Next filing: Feb 13, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	LYEL	Common Stock						8.73K	Nov 16, 2023	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
transaction	LYEL	Stock Option (right to buy)	Award		+3.61M			3.61M	Nov 16, 2023	Common Stock	3.61M	$1.87	Direct	F2, F3, F4
transaction	LYEL	Stock Option (right to buy)	Disposed to Issuer		-3.61M	-100%		0	Nov 16, 2023	Common Stock	3.61M	$6.24	Direct	F3, F4, F5
transaction	LYEL	Stock Option (right to buy)	Award		+190K			190K	Nov 16, 2023	Common Stock	190K	$1.87	Direct	F3, F4, F6
transaction	LYEL	Stock Option (right to buy)	Disposed to Issuer		-190K	-100%		0	Nov 16, 2023	Common Stock	190K	$6.24	Direct	F3, F4, F5
transaction	LYEL	Stock Option (right to buy)	Award		+516K			516K	Nov 16, 2023	Common Stock	516K	$1.87	Direct	F3, F4, F7
transaction	LYEL	Stock Option (right to buy)	Disposed to Issuer		-516K	-100%		0	Nov 16, 2023	Common Stock	516K	$6.24	Direct	F3, F4, F8
transaction	LYEL	Stock Option (right to buy)	Award		+500K			500K	Nov 16, 2023	Common Stock	500K	$1.87	Direct	F3, F4, F9
transaction	LYEL	Stock Option (right to buy)	Disposed to Issuer		-500K	-100%		0	Nov 16, 2023	Common Stock	500K	$5.98	Direct	F3, F4, F10

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

Explanation of Responses:

Id	Content
F1	Includes 2,941 shares acquired on May 18, 2022, 5,787 shares acquired on May 18, 2023 and 1 share acquired on November 17, 2023 under the Issuer's 2021 Employee Stock Purchase Plan.
F2	2,483,250 shares were vested as of November 16, 2023 and the remaining unvested shares will vest in equal monthly installments over the following twenty-seven months based on the original vesting commencement date.
F3	The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") effective on November 16, 2023 (the "Repricing Date"). The Option Repricing applies to options with exercise prices greater than $2.37 per share held by all continuing employees of the Issuer as of the Repricing Date.
F4	Pursuant to the Option Repricing, the exercise price of the repriced options, including the Option, has been amended to reduce the exercise price to $1.87 per share, the closing price of the Issuer's common stock on the Repricing Date. However, if an employee exercises a repriced option before the end of a retention period of one year (subject to earlier termination in certain circumstances), such employee will be required to pay the original exercise price per share of such repriced option. In addition, the vesting schedule for the unvested shares underlying repriced options held by executive officers, including the reporting person, was extended for an additional year. There is no change to the expiration dates of or number of shares underlying the repriced options.
F5	1/4 of the option shares vested on February 5, 2022, with the remaining option shares vesting in equal monthly installments over the following thirty-six months.
F6	130,625 shares were vested as of November 16, 2023 and the remaining unvested shares will vest in equal monthly installments over the following twenty-seven months based on the original vesting commencement date.
F7	311,750 shares were vested as of November 16, 2023 and the remaining unvested shares will vest in equal monthly installments over the following thirty-one months based on the original vesting commencement date.
F8	1/48th of the total shares vest in equal monthly installments over the forty-eight months following June 16, 2021.
F9	218,750 shares were vested as of November 16, 2023 and the remaining unvested shares will vest in equal monthly installments over the following thirty-nine months based on the original vesting commencement date.
F10	12.5% of the option shares vested on August 9, 2022, with the remaining option shares to vest in equal monthly installments over the following forty-two months.