SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Russo Rene

(Last)

(First)

(Middle)

C/O XILIO THERAPEUTICS, INC.

828 WINTER STREET, SUITE 300

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/21/2021

3. Issuer Name and Ticker or Trading Symbol
Xilio Therapeutics, Inc. [ XLO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

5. If Amendment, Date of Original Filed (Month/Day/Year)

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	200,633	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	07/22/2030	Common Stock	170,831	$5.51	D
Stock Option (right to buy)	⁽²⁾	07/22/2030	Common Stock	68,872	$5.51	D
Stock Option (right to buy)	⁽³⁾	03/10/2031	Common Stock	473,334	$5.89	D
Stock Option (right to buy)	⁽⁴⁾	08/22/2031	Common Stock	135,134	$11.69	D

Explanation of Responses:

1. The option was granted on July 23, 2020 for 170,831 shares. The shares underlying the option began vesting on March 12, 2020 and shall vest in equal monthly installments thereafter until February 12, 2024.

2. The option was granted on July 23, 2020 for 68,872 shares. The shares underlying the option began vesting on May 15, 2019 and shall vest in equal monthly installments thereafter until April 15, 2023.

3. The option was granted on March 11, 2021 for 473,334 shares. The shares underlying the option began vesting on April 1, 2021 and shall vest in equal monthly installments thereafter until March 1, 2025.

4. The option was granted on August 23, 2021 for 135,134 shares. The shares underlying the option began vesting on September 1, 2021 and shall vest in equal monthly installments thereafter until August 1, 2025.

Remarks:

Exhibit Index: 24.1 Power of Attorney

	/s/ Chris Frankenfield, Attorney-in-Fact	10/21/2021
	** 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 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 Number.