Statement of Ownership (sc 13g)
11 April 2023 - 06:58AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange
Act of 1934
( )*
Xilio
Therapeutics, Inc.
(Name of Issuer)
Common
Stock, par value $0.0001 per shares
(Title of Class of Securities)
98422T100
(CUSIP Number)
March
30, 2023
(Date of Event Which Requires
Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
| * | 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 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 |
13G |
Page 2 of 8 Pages |
1 |
NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Merck & Co., Inc. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☐
|
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
1,483,414(1) |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
1,483,414(1) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,483,414(1) |
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%(2) |
12 |
TYPE OF REPORTING PERSON
CO, HC |
(1) | Consists of 1,483,414 shares of the common stock, par value $.0001 per share (the “Common Stock”)
of Xilio Therapeutics, Inc. (the “Issuer”) held by MRL Ventures Fund, LLC. |
| |
(2) | Percentage calculated using a denominator of 27,471,740 shares of Common Stock of the Issuer as of February
24, 2023. |
CUSIP
No. 98422T100 |
13G |
Page
3 of 8 Pages |
1 |
NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Merck Sharp & Dohme Corp. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☐
|
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
1,483,414(1) |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
1,483,414(1) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,483,414(1) |
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%(2) |
12 |
TYPE OF REPORTING PERSON
CO |
(1) | Consists of 1,483,414 shares of the common stock, par value $.0001 per share (the “Common Stock”)
of Xilio Therapeutics, Inc. (the “Issuer”) held by MRL Ventures Fund, LLC. |
| |
(2) | Percentage calculated using a denominator of 27,471,740 shares of Common Stock of the Issuer as of February
24, 2023. |
CUSIP
No. 98422T100 |
13G |
Page 4 of 8 Pages |
1 |
NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MRL Ventures Fund, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☐
|
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
1,483,414(1) |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
1,483,414(1) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,483,414(1) |
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%(2) |
12 |
TYPE OF REPORTING PERSON
CO |
(1) | Consists of 1,483,414 shares of the common stock, par value $.0001 per share (the “Common Stock”)
of Xilio Therapeutics, Inc. (the “Issuer”) held by MRL Ventures Fund, LLC. |
(2) | Percentage calculated using a denominator of 27,471,740 shares of Common Stock of the Issuer as of February
24, 2023. |
CUSIP
No. 98422T100 |
13G |
Page 5 of 8 Pages |
| Item 1(a) | Name of Issuer:
Xilio Therapeutics, Inc. |
| Item 1(b) | Address of Issuer’s Principal Executive Offices:
828 Winter Street
Waltham, MA 02451 |
| Item 2(a) | Name of Person Filing: |
This Schedule 13G is being filed on behalf of the following:
| i. | Merck & Co., Inc. (“Merck”) |
| ii. | Merck Sharp & Dohme Corp. (“MSD”), which is a wholly-owned subsidiary of Merck |
| iii. | MRL Ventures Fund, LLC (“MRL”), which is a wholly-owned subsidiary of MSD |
Merck, MSD and MRL are collectively referred
to in this Schedule 13G as the “Reporting Persons.”
Item 2(b) | Address
of Principal Business Office or, If None, Residence |
| |
| i. | The address of the principal business office for Merck is: 2000 Galloping Hill Road, Kenilworth,
NJ 07033. |
| ii. | The address of the principal business office of MSD is: 126 East Lincoln Avenue, Rahway, NJ
07065. |
| iii. | The address of the principal business office of MRL is: 320 Bent Street, Cambridge, MA 02141. |
| i. | Merck is a New Jersey corporation. |
| ii. | MSD is a New Jersey corporation. |
| | |
| iii. | MRL is a Delaware limited liability company |
| Item 2(d) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
98422T100
CUSIP
No. 98422T100 |
13G |
Page 6 of 8 Pages |
(a)-(c) | The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons
set forth in Rows 5 through 9 and Row 11 of the cover pages hereto is incorporated herein by reference. |
| |
The ownership percentage
of each Reporting Person set forth in Row 11 of the cover pages hereto has been calculated based on 27,471,740 shares of the Common Stock
of the Issuer outstanding as of February 24, 2023, as reported in the Issuer’s Form 10-K filed with the Securities and Exchange
Commission on March 2, 2023.
| Item 5. | Ownership of Five Percent or Less of a Class
Not applicable. |
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person
Not applicable. |
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
or Control Person |
The reported securities are owned directly
by MRL, which is a wholly owned subsidiary of MSD. MSD is a wholly-owned subsidiary of Merck. MSD and Merck are indirect beneficial owners
of the reported securities.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
Not applicable.
CUSIP
No. 98422T100 |
13G |
Page 7 of 8 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: April 10, 2023 |
MERCK & CO., INC. |
|
|
|
/s/ Kelly Grez |
|
Name: |
Kelly Grez |
|
Title: |
Corporate Secretary |
|
|
|
MERCK SHARP & DOHME CORP. |
|
|
|
/s/ Jon Filderman |
|
Name: |
Jon Filderman |
|
Title: |
Vice President |
|
|
|
MRL VENTURES FUND, LLC |
|
|
|
/s/ Peter Dudek |
|
Name: |
Peter Dudek |
|
Title: |
Vice President |
CUSIP
No. 98422T100 |
13G |
Page 8 of 8 Pages |
EXHIBIT INDEX
Xilio Therapeutics (NASDAQ:XLO)
Historical Stock Chart
From Feb 2024 to Mar 2024
Xilio Therapeutics (NASDAQ:XLO)
Historical Stock Chart
From Mar 2023 to Mar 2024