SEC Filing | Xilio Therapeutics, Inc

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SEC FORM 3 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^*

FIL Ltd

(Last)

(First)

(Middle)

P.O. BOX H.M. 670

(Street)

HAMILTON

00000

(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)	X	Other (specify below)
See Remark 1

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	218,705	⁽¹⁾	I	Eight Roads Investments

Explanation of Responses:

1. The Series B Preferred Stock are convertible on a 1-for-9.5 basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering without payment or further consideration, and have no expiration date.

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	10/21/2021
	** 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).
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.

Exhibit 24

POWER OF ATTORNEY

	Effective as of the date hereof, the undersigned does hereby appoint
Kevin M. Meagher, with full power of substitution, as the true and lawful
attorney of the undersigned, with full power and authority to execute such
documents and to make such regulatory or other filings and amendments
thereto as shall from time to time be required pursuant to the Securities
Exchange Act of 1934, as amended, any rules or regulations adopted
thereunder, and such other U.S. and non-U.S. laws, rules or regulations
as shall from time to time be applicable in respect of the beneficial
ownership of securities directly or indirectly attributable to the
undersigned, and generally to do all such things in the name and on behalf
of the undersigned in connection therewith as said attorney-in-fact deems
necessary or appropriate to cause such filings to be completed and filed.

	This Power of Attorney shall remain in full force and effect only
for such time as Kevin M.Meagher shall continue to be an officer of
Fidelity Management & Research Company LLC,provided that, notwithstanding
the foregoing, this Power of Attorney may be revoked at any time by the
undersigned in writing.


	This Power of Attorney has been executed as of the 11th day of
October, 2021.


					Eight Roads Investments

  					By /s/ Driaan Viljoen
  					Driaan Viljoen
  					Director


POWER OF ATTORNEY

Effective as of the date hereof, the undersigned does hereby appoint
Kevin M. Meagher, with full power of substitution, as the true and lawful
attorney of the undersigned, with full power and authority to execute such
documents and to make such regulatory or other filings and amendments
thereto as shall from time to time be required pursuant to the Securities
Exchange Act of 1934, as amended, any rules or regulations adopted
thereunder, and such other U.S. and non-U.S. laws, rules or regulations
as shall from time to time be applicable in respect of the beneficial
ownership of securities directly or indirectly attributable to the
undersigned, and generally to do all such things in the name and on behalf
of the undersigned in connection therewith as said attorney-in-fact deems
necessary or appropriate to cause such filings to be completed and filed.

	This Power of Attorney shall remain in full force and effect only
for such time as Kevin M.Meagher shall continue to be an officer of
Fidelity Management & Research Company LLC,provided that, notwithstanding
the foregoing, this Power of Attorney may be revoked at any time by the
undersigned in writing.


	This Power of Attorney has been executed as of the 11th day of
October, 2021.


					Eight Roads Holdings Limited

  					By /s/ Allan Pelvang
  					Allan Pelvang
  					Alternate Director


POWER OF ATTORNEY

Effective as of the date hereof, the undersigned does hereby appoint
Kevin M. Meagher, with full power of substitution, as the true and lawful
attorney of the undersigned, with full power and authority to execute such
documents and to make such regulatory or other filings and amendments
thereto as shall from time to time be required pursuant to the Securities
Exchange Act of 1934, as amended, any rules or regulations adopted
thereunder, and such other U.S. and non-U.S. laws, rules or regulations
as shall from time to time be applicable in respect of the beneficial
ownership of securities directly or indirectly attributable to the
undersigned, and generally to do all such things in the name and on behalf
of the undersigned in connection therewith as said attorney-in-fact deems
necessary or appropriate to cause such filings to be completed and filed.

	This Power of Attorney shall remain in full force and effect only
for such time as Kevin M.Meagher shall continue to be an officer of
Fidelity Management & Research Company LLC,provided that, notwithstanding
the foregoing, this Power of Attorney may be revoked at any time by the
undersigned in writing.


	This Power of Attorney has been executed as of the 11th day of
October, 2021.


					Eight Roads Shareholdings Limited

  					By /s/ Allan Pelvang
  					Allan Pelvang
  					Director