SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* SV7 Impact Medicine Fund LP (Last) (First) (Middle) 71 KINGSWAY (Street) LONDON X0 WC2B 6ST (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/21/2021	3. Issuer Name and Ticker or Trading Symbol Xilio Therapeutics, Inc. [ XLO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	(1)	(1)	Common Stock(1)	998,544	0.00	D
Series B Convertible Preferred Stock	(1)	(1)	Common Stock(1)	998,544	0.00	I	See footnote(2)
Series C Convertible Preferred Stock	(1)	(1)	Common Stock(1)	302,588	0.00	D
Series C Convertible Preferred Stock	(1)	(1)	Common Stock(1)	302,588	0.00	I	See footnote(2)

1. Name and Address of Reporting Person* SV7 Impact Medicine Fund LP (Last) (First) (Middle) 71 KINGSWAY (Street) LONDON X0 WC2B 6ST (City) (State) (Zip)

1. Name and Address of Reporting Person* SV7 (IMF) GP LLP (Last) (First) (Middle) 71 KINGSWAY (Street) LONDON X0 WC2B 6ST (City) (State) (Zip)

Explanation of Responses:

1. Each share of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (together, the "Preferred Stock") will automatically convert into 0.1053 shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering (the "IPO"). The Preferred Stock has no expiration date.

2. Consists of shares of common stock underlying shares of convertible preferred stock held by SV7 Impact Medicine Fund LP, via its general partner SV7 (IMF) GP LLP. Catherine Bingham, Michael Ross, who is a member of our board of directors, and Houman Ashrafian are members of the investment committee of SV7 (IMF) GP LLP, which has voting and investment power with respect to these shares, and may be deemed to beneficially own such shares. SV7 (IMF) GP LLP and Ms. Bingham, Mr. Ross and Mr. Ashrafian each disclaim beneficial ownership of the shares held herein except to the extent of their pecuniary interest therein. The address of SV7 Impact Medicine Fund LP is 71 Kingsway, London, WC2B 6ST, United Kingdom.

Remarks:

Exhibit 24.1: Power of Attorney (SV7 Impact Medicine Fund LP) Exhibit 24.2: Power of Attorney (SV7 (IMF) GP LLP)

	/s/ Kathleen R. Henry, pursuant to Power of Attorney for SV7 Impact Medicine Fund LP	10/21/2021
	/s/ Kathleen R. Henry, pursuant to Power of Attorney for SV7 (IMF) GP LLP	10/21/2021
	** 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 5 (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).
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                               POWER OF ATTORNEY

        Know all by these presents that the undersigned hereby constitutes and
appoints each of Malissa Daniels, Thomas Rosedale and Kathleen R. Henry, signing
singly, as the undersigned's true and lawful attorney-in-fact to:

        (1)	execute, for and on behalf of the undersigned, in the
                undersigned's capacity as a beneficial owner, joint actor, or
                similar capacity of securities which are registered under or
                subject to the laws, rules or regulations of any jurisdiction,
                any form, schedule, report, press release or other similar
                document as may be required by such jurisdiction's laws, rules
                or regulations, and any amendments thereto, in accordance with
                such jurisdiction's laws, rules or regulations, including
                without limitation Forms 3, 4 and 5 in accordance with Section
                16(a) of the Securities Exchange Act of 1934 (the "Exchange
                Act") and the rules thereunder, Schedule 13D or 13G in
                accordance with Section 13(d) of the Exchange Act and the rules
                thereunder and a Form ID, Uniform Application for Access Codes
                to File on Edgar;

        (2)	do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such form, schedule, report, press release or other
                similar document, and timely file such form, schedule, report,
                press release or other similar document with the appropriate
                governmental authority or regulatory body of the relevant
                jurisdiction and any stock exchange or similar authority; and

        (3)	take any other action of any type whatsoever in connection with
                the foregoing which, in the opinion of such attorney-in-fact,
                may be of benefit to, in the best interest of, or legally
                required by, the undersigned, it being understood that the
                documents executed by such attorney-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorney-in-fact may approve in such attorney-in-fact's
                discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with the securities laws, rules or regulations of any particular
jurisdiction.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file forms, schedules, press releases or
similar documents with respect to the undersigned's holdings of and transactions
in securities which are registered under the laws, rules or regulations of any
jurisdiction, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 19th day of October, 2021.

                                     SV7 IMPACT MEDICINE FUND LP

                                     By: SV7 (IMF) GP LLP, its General Partner


                                     By: /s/ James Costine
                                     Name: James Costine
                                     Title: Authorised Member

                                   POWER OF ATTORNEY

        Know all by these presents that the undersigned hereby constitutes and
appoints each of Malissa Daniels, Thomas Rosedale and Kathleen R. Henry, signing
singly, as the undersigned's true and lawful attorney-in-fact to:

        (1)	execute, for and on behalf of the undersigned, in the
                undersigned's capacity as a beneficial owner, joint actor, or
                similar capacity of securities which are registered under or
                subject to the laws, rules or regulations of any jurisdiction,
                any form, schedule, report, press release or other similar
                document as may be required by such jurisdiction's laws, rules
                or regulations, and any amendments thereto, in accordance with
                such jurisdiction's laws, rules or regulations, including
                without limitation Forms 3, 4 and 5 in accordance with Section
                16(a) of the Securities Exchange Act of 1934 (the "Exchange
                Act") and the rules thereunder, Schedule 13D or 13G in
                accordance with Section 13(d) of the Exchange Act and the rules
                thereunder and a Form ID, Uniform Application for Access Codes
                to File on Edgar;

        (2)	do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such form, schedule, report, press release or other
                similar document, and timely file such form, schedule, report,
                press release or other similar document with the appropriate
                governmental authority or regulatory body of the relevant
                jurisdiction and any stock exchange or similar authority; and

        (3)	take any other action of any type whatsoever in connection with
                the foregoing which, in the opinion of such attorney-in-fact,
                may be of benefit to, in the best interest of, or legally
                required by, the undersigned, it being understood that the
                documents executed by such attorney-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorney-in-fact may approve in such attorney-in-fact's
                discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with the securities laws, rules or regulations of any particular
jurisdiction.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file forms, schedules, press releases or
similar documents with respect to the undersigned's holdings of and transactions
in securities which are registered under the laws, rules or regulations of any
jurisdiction, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 19 day of October, 2021.

                                        SV7 (IMF) GP LLP


                                        By: /s/ James Costine
                                        Name:  James Costine
                                        Title:  Managing Member