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^*

Zocca Mai-Britt

(Last)

(First)

(Middle)

C/O IO BIOTECH, INC.

OLE MAALOES VEH 3

(Street)

COPENHAGEN

2200

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/04/2021

3. Issuer Name and Ticker or Trading Symbol
IO Biotech, Inc. [ IOBT ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

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	354	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)
Class A Stock	⁽¹⁾	⁽¹⁾	Common Stock	26,580	⁽¹⁾	I	Zocca Consulting ApS⁽²⁾
Warrants (Right to Buy)	⁽³⁾	⁽⁴⁾	Common Stock	8,860	$13.97	D
Warrants (Right to Buy)	⁽⁵⁾	⁽⁴⁾	Common Stock	7,442	$15.36	D
Warrants (Right to Buy)	⁽⁶⁾	⁽⁴⁾	Common Stock	115,778	$12.64	D
Warrants (Right to Buy)	⁽⁶⁾	⁽⁴⁾	Common Stock	10,525	$19.62	D
Warrants (Right to Buy)	⁽⁶⁾	⁽⁴⁾	Common Stock	94,848	$12.64	D
Warrants (Right to Buy)	⁽⁷⁾	⁽⁴⁾	Common Stock	366,339	$12.64	D

Explanation of Responses:

1. Upon the closing of the Issuer's initial public offering ("IPO"), each share of Class A Stock beneficially owned by the reporting person will automatically convert, for no additional consideration, into the number of shares of Common Stock reported in Column 3. These shares of Class A Stock have no expiration date.

2. The reporting person is the sole owner of Zocca Consulting ApS and, in such capacity, may be deemed to beneficially own the shares held directly by Zocca Consulting ApS. The reporting person disclaims beneficial ownership of the shares held directly by Zocca Consulting ApS except to the extent of his pecuniary interest therein.

3. These Warrants vested in 25% annual increments on December 31 of each year following the November 23, 2016 grant date.

4. Warrants expire in annual increments on the fifth anniversary of the vesting date.

5. These Warrants vested in 25% annual increments on December 31 of each year following the February 21, 2017 grant date.

6. These Warrants vest in 1/48 monthly increments after the May 27, 2021 vesting commencement date, subject to the reporting person's continued service through the applicable vesting date, and subject to 50% acceleration upon a change of control and subject to 100% acceleration upon termination of service by the Issuer without cause or by the reporting person within 24 months of a change of control.

7. These Warrants vest in 1/48 monthly increments after October 15, 2021 vesting commencement date, subject to the reporting person's continued service through the applicable vesting date, and subject to 50% acceleration upon a change of control and subject to 100% acceleration upon termination of service by the Issuer without cause or by the reporting person within 24 months of a change of control.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Brian Burkavage, Attorney-in-Fact for Mai-Britt Zocca	11/04/2021
	** 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.