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Filing Details

Accession Number:: 0001193805-21-001508
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-10-28 19:15:34
Reporting Period:: 2021-10-26

Accepted Time:: 2021-10-28 19:15:34
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1840233	Xilio Therapeutics Inc.	XLO	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1009258	Deerfield Management Company, L.p. (Series C)	345 Park Avenue South, 12Th Floor New York NY 10010	No	No	Yes	Yes
1010823	L.p. Mgmt Deerfield	345 Park Avenue South, 12Th Floor New York NY 10010	No	No	Yes	Yes
1301041	Deerfield Partners, L.p.	345 Park Avenue South, 12Th Floor New York NY 10010	No	No	Yes	Yes
1352546	E James Flynn	345 Park Avenue South, 12Th Floor New York NY 10010	No	No	Yes	Yes
1876688	Deerfield Mgmt V, L.p.	345 Park Avenue South, 12Th Floor New York NY 10010	No	No	Yes	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2021-10-26	756,472	$0.00	756,472	No	4	C	Indirect	Through Deerfield Partners, L.P.
Common Stock	Acquisiton	2021-10-26	756,472	$0.00	756,472	No	4	C	Indirect	Through Deerfield Private Design Fund V, L.P.
Common Stock	Acquisiton	2021-10-26	387,500	$16.00	1,143,972	No	4	P	Indirect	Through Deerfield Partners, L.P.
Common Stock	Acquisiton	2021-10-26	387,500	$16.00	1,143,972	No	4	P	Indirect	Through Deerfield Private Design Fund V, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	Through Deerfield Partners, L.P.
No	4	C	Indirect	Through Deerfield Private Design Fund V, L.P.
No	4	P	Indirect	Through Deerfield Partners, L.P.
No	4	P	Indirect	Through Deerfield Private Design Fund V, L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series C Preferred Stock	Disposition	2021-10-26	7,186,489	$0.00	756,472	$0.00
Common Stock	Series C Preferred Stock	Disposition	2021-10-26	7,186,489	$0.00	756,472	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect
0			No	4	C	Indirect

Footnotes

Each share of Series C Preferred Stock automatically converted into 0.1053 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-9.5 reverse split of the Issuer's common stock effected by the Issuer on October 15, 2021).
This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("Fund V"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (together with Fund V, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.
In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.