FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

English Edward C
2. Date of Event Requiring Statement (MM/DD/YYYY)
11/9/2022 

3. Issuer Name and Ticker or Trading Symbol

Xilio Therapeutics, Inc. [XLO]
(Last)        (First)        (Middle)

828 WINTER STREET, SUITE 300
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
Principal Accounting Officer /
(Street)

WALTHAM, MA 02451      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

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)
Common Stock 6002 D 
 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy)  (1)2/7/2031 Common Stock 16428 $5.89 D 
 
Stock Option (right to buy)  (2)3/10/2031 Common Stock 6891 $5.89 D 
 
Stock Option (right to buy)  (3)6/16/2031 Common Stock 20828 $10.07 D 
 
Stock Option (right to buy)  (4)7/22/2030 Common Stock 9050 $5.51 D 
 
Stock Option (right to buy)  (5)2/21/2032 Common Stock 20200 $12.66 D 
 

Explanation of Responses:
(1) The option was granted on February 8, 2021. On March 1, 2021, 1/48th of the shares underlying the option vested with the remainder scheduled to vest in equal monthly installments on the 1st day of each month thereafter through February 1, 2025.
(2) The option was granted on March 11, 2021. On April 1, 2021, 1/48th of the shares underlying the option vested with the remainder scheduled to vest in equal monthly installments on the 1st day of each month thereafter through March 1, 2025.
(3) The option was granted on June 17, 2021. On July 1, 2021, 1/48th of the shares underlying the option vested with the remainder scheduled to vest in equal monthly installments on the 1st day of each month thereafter through June 1, 2025.
(4) The option was granted on July 23, 2020. On September 30, 2020, 25% of the shares underlying the option vested with the remainder scheduled to vest in equal monthly installments on the last day of each month thereafter through September 30, 2023.
(5) The option was granted on February 22, 2022. On March 1, 2022, 1/48th of the shares underlying the option vested with the remainder scheduled to vest in equal monthly installments on the 1st day of each month thereafter through February 1, 2026.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
English Edward C
828 WINTER STREET
SUITE 300
WALTHAM, MA 02451


Principal Accounting Officer

Signatures
/c/ Edward C. English11/16/2022
**Signature of Reporting PersonDate


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 control number.
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