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^*

Fletcher Aaron G.L.

(Last)

(First)

(Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/29/2021

3. Issuer Name and Ticker or Trading Symbol
IN8BIO, INC. [ INAB ]

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

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

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)

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)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	574,432	⁽¹⁾	I	See footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,876,624	⁽¹⁾	I	See footnote⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	251,211	⁽¹⁾	I	See footnote⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁸⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	997,433	⁽¹⁾	I	See footnote⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁹⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	340,712	⁽¹⁾	I	See footnote⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽¹⁰⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,225,316	⁽¹⁾	I	See footnote⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽¹¹⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	359,374	⁽¹⁾	I	See footnote⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽¹²⁾

1. Name and Address of Reporting Person^*

Fletcher Aaron G.L.

(Last)

(First)

(Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BIOS Fund III, LP

(Last)

(First)

(Middle)

1751 RIVER RUN

SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BIOS Fund III NT, LP

(Last)

(First)

(Middle)

1751 RIVER RUN

SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BIOS Fund III QP, LP

(Last)

(First)

(Middle)

1751 RIVER RUN

SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BIOS Capital Management, LP

(Last)

(First)

(Middle)

1751 RIVER RUN

SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BIOS Advisors GP, LLC

(Last)

(First)

(Middle)

1751 RIVER RUN

SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each share of Series A Preferred Stock is convertible at any time at the option of the holder, without payment of additional consideration, into Common Stock, on a 1.0997 for 1 basis, has no expiration date and is expected to automatically convert into shares of Common Stock upon the closing of the Issuer's initial public offering.

2. The securities are directly held by Bios Fund II, LP ("Bios Fund II").

3. Bios Equity Partners II, LP ("Bios Equity II") is the general partner of the following entities: Bios Fund II, Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and BIOS Incysus Co-Invest I, LP ("BIOS Incysus"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP") and Bios Fund III NT, LP ("Bios Fund III NT"). Bios Capital Management, LP ("Bios Management") and Cavu Management, LP ("Cavu Management") are the general partners of Bios Equity II and Bios Equity III. Bios Advisors GP, LLC ("Bios Advisors") is the general partner of Bios Management. Cavu Advisors LLC ("Cavu Advisors") is the general partner of Cavu Management. Bios Management and Bios Advisors are entities managed and controlled by Aaron G.L. Fletcher. Cavu Management and Cavu Advisors are entities managed and controlled by Leslie W. Kreis, Jr.

4. Mr. Fletcher, Bios Management and Bios Advisors each share voting and investment control with respect to the shares held by Bios Fund II, Bios Fund II QP, Bios Fund II NT, BIOS Incysus, Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively, the "Bios Equity Entities"). Because of the relationship between Mr. Fletcher, Bios Management, Bios Advisors and the Bios Equity Entities, Mr. Fletcher, Bios Management and Bios Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities.

5. Mr. Kreis, Cavu Management and Cavu Advisors each share voting and investment control with respect to the shares held by the Bios Equity Entities. Because of the relationship between Mr. Kreis, Cavu Management, Cavu Advisors and the Bios Equity Entities, Mr. Kreis, Cavu Management and Cavu Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities.

6. 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 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.

7. The securities are directly held by Bios Fund II QP.

8. The securities are directly held by Bios Fund II NT.

9. The securities are directly held by BIOS Incysus.

10. The securities are directly held by Bios Fund III.

11. The securities are directly held by Bios Fund III QP.

12. The securities are directly held by Bios Fund III NT.

Remarks:

This Form 3 is the second of two Forms 3 filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting person. The first Form 3 was filed by Leslie W. Kreis, Jr. as the designated filer.

	/s/ Aaron Glenn Louis Fletcher	07/29/2021
	Bios Fund III, LP, By: Bios Equity Partners III, LP, its general partner, By: Bios Capital Management, LP, its general partner, By: Bios Advisors GP, LLC, its general partner, By: /s/ Aaron Glenn Louis Fletcher, Manager	07/29/2021
	Bios Fund III NT, LP, By: Bios Equity Partners III, LP, its general partner, By: Bios Capital Management, LP, its general partner, By: Bios Advisors GP, LLC, its general partner, By: /s/ Aaron Glenn Louis Fletcher, Manager	07/29/2021
	Bios Fund III QP, LP, By: Bios Equity Partners III, LP, its general partner, By: Bios Capital Management, LP, its general partner, By: Bios Advisors GP, LLC, its general partner, By: /s/ Aaron Glenn Louis Fletcher, Manager	07/29/2021
	Bios Capital Management, LP, By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, its Manager	07/29/2021
	Bios Advisors GP, LLC, By: /s/ Aaron Glenn Louis Fletcher, its Manager	07/29/2021
	** 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).
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