SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* SV7 Impact Medicine Fund LP (Last) (First) (Middle) 71 KINGSWAY (Street) LONDON X0 WC2B 6ST (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Xilio Therapeutics, Inc. [ XLO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/26/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year) 10/28/2021	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 Acquired, Disposed of, or Beneficially Owned
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		998,544	A	(1)	998,544(2)	D
Common Stock	10/26/2021		C		998,544	A	(1)	998,544(2)	I	See footnote(3)
Common Stock	10/26/2021		C		302,588	A	(1)	1,301,132(2)	D
Common Stock	10/26/2021		C		302,588	A	(1)	1,301,132(2)	I	See footnote(3)
Common Stock	10/26/2021		P		312,500(4)	A	$16	1,613,632	D
Common Stock	10/26/2021		P		312,500(4)	A	$16	1,613,632	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Convertible Preferred Stock	(1)	10/26/2021		C			9,486,166	(1)	(1)	Common Stock	998,544	$0.00	0	D
Series B Convertible Preferred Stock	(1)	10/26/2021		C			9,486,166	(1)	(1)	Common Stock	998,544	$0.00	0	I	See footnote(3)
Series C Convertible Preferred Stock	(1)	10/26/2021		C			2,874,595	(1)	(1)	Common Stock	302,588	$0.00	0	D
Series C Convertible Preferred Stock	(1)	10/26/2021		C			2,874,595	(1)	(1)	Common Stock	302,588	$0.00	0	I	See footnote(3)

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. The Series B Convertible Preferred Stock and the Series C Convertible Preferred Stock converted into Xilio Therapeutics, Inc. Common Stock on a 0.1053-for-1 basis and had no expiration date.

2. Reflects a 1-for-9.5 reverse stock split which became effective October 15, 2021.

3. Consists of shares of Common 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 Xilio's 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 the 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 such shares 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.

4. This Form 4 has been amended to include 312,500 shares of Common Stock purchased by SV7 Impact Medicine Fund LP in connection with Xilio's initial public offering.

Remarks:

	/s/ Kathleen R. Henry, pursuant to Power of Attorney for SV7 Impact Medicine Fund LP	11/03/2021
	/s/ Kathleen R. Henry, pursuant to Power of Attorney for SV7 (IMF) GP LLP	11/03/2021
	** Signature of Reporting Person	Date
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