| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Xilio Therapeutics, Inc. [ XLO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/26/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 10/26/2021 | C | 218,705 | A | (1) | 218,705 | I | Eight Roads Investments | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Preferred Stock | (1) | 10/26/2021 | C | 2,077,698 | (1) | (1) | Common Stock | 218,705 | (1) | 0 | I | Eight Roads Investments | |||
| Explanation of Responses: |
| 1. On October 26, 2021, in connection with the completion of the issuer's initial public offering, each share of Series B Preferred Stock converted on a 1-for-9.5 basis into shares of Common Stock. |
| Remarks: |
| Remark 1: Each of Eight Roads Shareholdings Limited ("ERSL") and Pandanus Partners, L.P. ("Pandanus") owns shares of Eight Roads Holdings Limited ("ERHL") voting stock. ERHL is the immediate parent company of Eight Roads Investments ("ERI"), which owns the shares being reported on with this Form. While the percentage of total voting power represented by ERSL's and Pandanus' shares of ERHL voting stock may fluctuate as a result of changes in the total number of shares of ERHL voting stock outstanding from time to time, ERSL's holding normally represents more than 50% and Pandanus' holding normally represents more than 25% and less than 50% of, in each case, the total votes which may be cast by all holders of ERHL voting stock. The shares in ERSL are owned primarily by officers and senior employees of FIL Limited and Eight Roads together with several charitable organizations. No such person or organization owns or controls more than 25% of the voting stock in ERSL. Pandanus Associates, Inc. ("PAI") acts as general partner of Pandanus. Pandanus is owned by trusts for the benefit of members of the Johnson family, including ERHL's Chairman Abigail P. Johnson, but disclaims that any such member is a beneficial owner of the securities reported on this form. The address of ERSL, ERHL and ERI is 42 Crow Lane, Hamilton HM19, Bermuda. The address of Pandanus is c/o FIL Limited, 42 Crow Lane, Hamilton HM19, Bermuda. The address of PAI is 11 Keewaydin Drive, Suite 100, Salem, NH, USA, 03079. Remark 2: The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the undersigned are the beneficial owners of any securities reported herein. |
| Kevin M. Meagher, Duly authorized under Powers of Attorney, by and on behalf of Eight Roads Shareholdings Limited and its direct and indirect subsidiaries, Eight Roads Holdings Limited and Eight Roads Investments | 10/28/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
