SEC FORM 4 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
 
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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*
Atlas Venture Fund XI, L.P.

(Last) (First) (Middle)
300 TECHNOLOGY SQUARE, 8TH FLOOR

(Street)
CAMBRIDGE MA 02139

(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)
01/11/2024
4. 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
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 01/11/2024 S 1,566 D $0.87(1) 2,021,836 D(2)
Common Stock 01/11/2024 S 569 D $0.87(1) 735,373 I See footnote(3)
Common Stock 01/12/2024 S 1,540 D $0.83 2,020,296 D(2)
Common Stock 01/12/2024 S 560 D $0.83 734,813 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
1. Name and Address of Reporting Person*
Atlas Venture Fund XI, L.P.

(Last) (First) (Middle)
300 TECHNOLOGY SQUARE, 8TH FLOOR

(Street)
CAMBRIDGE MA 02139

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Atlas Venture Associates XI, L.P.

(Last) (First) (Middle)
300 TECHNOLOGY SQUARE, 8TH FLOOR

(Street)
CAMBRIDGE MA 02139

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Atlas Venture Associates XI, LLC

(Last) (First) (Middle)
300 TECHNOLOGY SQUARE, 8TH FLOOR

(Street)
CAMBRIDGE MA 02139

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Atlas Venture Opportunity Fund I, L.P.

(Last) (First) (Middle)
300 TECHNOLOGY SQUARE, 8TH FLOOR

(Street)
CAMBRIDGE MA 02139

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Atlas Venture Associates Opportunity I, L.P.

(Last) (First) (Middle)
300 TECHNOLOGY SQUARE, 8TH FLOOR

(Street)
CAMBRIDGE MA 02139

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Atlas Venture Associates Opportunity I, LLC

(Last) (First) (Middle)
300 TECHNOLOGY SQUARE, 8TH FLOOR

(Street)
CAMBRIDGE MA 02139

(City) (State) (Zip)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.85 to $0.9499 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
2. The shares are held directly by Atlas Venture Fund XI, L.P. ("Atlas Venture Fund XI"). The general partner of Atlas Venture Fund XI is Atlas Venture Associates XI, L.P. ("AVA XI LP"). Atlas Venture Associates XI, LLC ("AVA XI LLC") is the general partner of AVA XI LP. Each of AVA XI LP and AVA XI LLC disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Fund XI, except to the extent of its pecuniary interest therein, if any.
3. The shares are held directly by Atlas Venture Opportunity Fund I, L.P. ("Atlas Venture Opportunity Fund I"). The general partner of Atlas Venture Opportunity Fund I is Atlas Venture Associates Opportunity I, L.P. ("AVAO I LP"). Atlas Venture Associates Opportunity I, LLC ("AVAO I LLC") is the general partner of AVAO I LP. Each of AVAO I LP and AVAO I LLC disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Opportunity Fund I, except to the extent of its pecuniary interest therein, if any.
Remarks:
Atlas Venture Fund XI, L.P. By: Atlas Venture Associates XI, L.P., Its: General Partner By: Atlas Venture Associates XI, LLC, Its General Partner, By: /s/ Ommer Chohan 01/16/2024
/s/ Atlas Venture Associates XI, LP, By: Atlas Venture Associates XI, LLC, it's general partner, By: Ommer Chohan, Chief Financial Officer, /s/ Ommer Chohan 01/16/2024
/s/ Atlas Venture Associates XI, LLC, By: Ommer Chohan, Chief Financial Officer, /s/ Ommer Chohan 01/16/2024
/s/ Atlas Venture Opportunity Fund I, L.P., By: Atlas Venture Associates Opportunity I, L.P., its general partner, By: Atlas Venture Associates Opportunity I, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer, /s/ Ommer Chohan 01/16/2024
/s/ Atlas Venture Associates Opportunity I, L.P., By: Atlas Venture Associates Opportunity I, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer, /s/ Ommer Chohan 01/16/2024
/s/ Atlas Venture Associates Opportunity I, LLC, By: Ommer Chohan, Chief Financial Officer, /s/ Ommer Chohan 01/16/2024
** 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).
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