UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No.1)*
XILIO THERAPEUTICS, Inc.
(Name of Issuer)
COMMON STOCK, $0.0001 PAR VALUE
(Title of Class of Securities)
98422T100
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 98422T100 | Page 2 of 10 Pages |
| 1. |
Name of Reporting Persons Atlas Venture Fund XI, L.P. |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY |
| 4. |
Citizenship or Place of Organization Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power 0 |
| 6. |
Shared Voting Power 0 | |
| 7. |
Sole Dispositive Power 0 | |
| 8. |
Shared Dispositive Power 0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 0.0% |
| 12. |
Type of Reporting Person (See Instructions) PN |
| CUSIP No. 98422T100 | Page 3 of 10 Pages |
| 1. |
Name of Reporting Persons Atlas Venture Associates XI, L.P. |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY |
| 4. |
Citizenship or Place of Organization Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power 0 |
| 6. |
Shared Voting Power 0 | |
| 7. |
Sole Dispositive Power 0 | |
| 8. |
Shared Dispositive Power 0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 0.0% |
| 12. |
Type of Reporting Person (See Instructions) PN |
| CUSIP No. 98422T100 | Page 4 of 10 Pages |
| 1. |
Name of Reporting Persons Atlas Venture Associates XI, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY |
| 4. |
Citizenship or Place of Organization Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power 0 |
| 6. |
Shared Voting Power 0 | |
| 7. |
Sole Dispositive Power 0 | |
| 8. |
Shared Dispositive Power 0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 0.0% |
| 12. |
Type of Reporting Person (See Instructions) OO |
| CUSIP No. 98422T100 | Page 5 of 10 Pages |
| 1. |
Name of Reporting Persons Atlas Venture Opportunity Fund I, L.P. |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY |
| 4. |
Citizenship or Place of Organization Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power 0 |
| 6. |
Shared Voting Power 0 | |
| 7. |
Sole Dispositive Power 0 | |
| 8. |
Shared Dispositive Power 0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 0.0% |
| 12. |
Type of Reporting Person (See Instructions) PN |
| CUSIP No. 98422T100 | Page 6 of 10 Pages |
| 1. |
Name of Reporting Persons Atlas Venture Associates Opportunity I, L.P. |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY |
| 4. |
Citizenship or Place of Organization Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power 0 |
| 6. |
Shared Voting Power 0 | |
| 7. |
Sole Dispositive Power 0 | |
| 8. |
Shared Dispositive Power 0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 0.0% |
| 12. |
Type of Reporting Person (See Instructions) PN |
| CUSIP No. 98422T100 | Page 7 of 10 Pages |
| 1. |
Name of Reporting Persons Atlas Venture Associates Opportunity I, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY |
| 4. |
Citizenship or Place of Organization Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power 0 |
| 6. |
Shared Voting Power 0 | |
| 7. |
Sole Dispositive Power 0 | |
| 8. |
Shared Dispositive Power 0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 0.0% |
| 12. |
Type of Reporting Person (See Instructions) OO |
| CUSIP No. 98422T100 | Page 8 of 10 Pages |
| Item 1(a) | Name of Issuer |
Xilio Therapeutics, Inc. (the “Issuer”)
| Item 1(b) | Address of Issuer's Principal Executive Offices |
828 Winter Street, Suite 300
Waltham, MA 02451
| Item 2(a) | Name of Person Filing |
This Schedule 13G is filed by (i) Atlas Venture Fund XI, L.P., a Delaware limited partnership (“Atlas XI”), (ii) Atlas Venture Associates XI, L.P., a Delaware limited partnership (“AVA XI LP”), (iii) Atlas Venture Associates XI, LLC, a Delaware limited liability company (“AVA XI LLC” and together with Atlas XI and AVA XI LP, the “Fund XI Reporting Persons”), (iv) Atlas Venture Opportunity Fund I, L.P., a Delaware limited partnership (“AVO I”), (v) Atlas Venture Associates Opportunity I, L.P., a Delaware limited partnership (“AVAO LP”) and (vi) Atlas Venture Associates Opportunity I, LLC, a Delaware limited liability company (“AVAO LLC” and together with AVO I and AVAO LP, the “Opportunity Fund Reporting Persons” and together with the Fund XI Reporting Persons, the “Reporting Persons”).
| Item 2(b) | Address of Principal Business Office or, if none, Residence |
300 Technology Square, 8th Floor
Cambridge, Massachusetts 02139
| Item 2(c) | Citizenship |
Each of Atlas XI, AVA XI LP, AVO I and AVAO LP is a Delaware limited partnership. Each of AVA XI LLC and AVAO LLC is a Delaware limited liability company.
| Item 2(d) | Title of Class of Securities |
Common Stock, $0.0001 par value per share
| Item 2(e) | CUSIP Number |
98422T100
Item 3
Not applicable.
| Item 4 | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1
(a) Amount beneficially owned: 0
(b) Percent of class: 0.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
| CUSIP No. 98422T100 | Page 9 of 10 Pages |
| Item 5 | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. x
| Item 6 | Ownership of More than Five Percent of Another Person |
Not applicable.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company |
Not applicable.
| Item 8 | Identification and Classification of Members of the Group |
Not applicable.
| Item 9 | Notice of Dissolution of Group |
Not applicable.
| Item 10 | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No. 98422T100 | Page 10 of 10 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 14, 2024
| 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 | |
| Name: | Ommer Chohan | |
| Title: | CFO | |
| ATLAS VENTURE ASSOCIATES XI, L.P. | ||
| By: Atlas Venture Associates XI, LLC, its general partner | ||
| By: | /s/ Ommer Chohan | |
| Name: | Ommer Chohan | |
| Title: | CFO | |
| ATLAS VENTURE ASSOCIATES XI, LLC | ||
| By: | /s/ Ommer Chohan | |
| Name: | Ommer Chohan | |
| Title: | CFO | |
| 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: | /s/ Ommer Chohan | |
| Name: | Ommer Chohan | |
| Title: | CFO | |
| ATLAS VENTURE ASSOCIATES OPPORTUNITY I, L.P. | ||
| By: Atlas Venture Associates Opportunity I, LLC, its general partner | ||
| By: | /s/ Ommer Chohan | |
| Name: | Ommer Chohan | |
| Title: | CFO | |
| ATLAS VENTURE ASSOCIATES OPPORTUNITY I, LLC | ||
| By: | /s/ Ommer Chohan | |
| Name: | Ommer Chohan | |
| Title: | CFO | |
EXHIBITS
| A: | Joint Filing Agreement (Incorporated by reference to Exhibit A to the Schedule 13G, filed with the Securities and Exchange Commission on November 5, 2021) |