SC 13D/A

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,899,003

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,899,003

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Instil Bio, Inc.

(Name of Issuer)

Common Stock, par value $0.000001

(Title of Class of Securities)

4578C101

(CUSIP NUMBER)

Curative Ventures V LLC

3963 Maple Avenue Suite 390

Dallas, Texas 75219

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 6, 2022

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	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, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.


CUSIP No. 45783C101		13D


1		NAMES OF REPORTING PERSONS Curative Ventures V LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS* WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	SEE INSTRUCTIONS BEFORE FILLING OUT


CUSIP No. 45783C101		13D


1		NAMES OF REPORTING PERSONS CV-Immetacyte Manager LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS* AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	SEE INSTRUCTIONS BEFORE FILLING OUT


CUSIP No. 45783C101		13D


1		NAMES OF REPORTING PERSONS CV-Immetacyte Ultimate Manager LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS* AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	SEE INSTRUCTIONS BEFORE FILLING OUT


CUSIP No. 45783C101		13D


1		NAMES OF REPORTING PERSONS SB2A LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS* AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 45783C101		13D


1		NAMES OF REPORTING PERSONS SB2A Management LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS* AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


1		NAMES OF REPORTING PERSONS Bronson Crouch
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS* PF/AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

*	SEE INSTRUCTIONS BEFORE FILLING OUT

SCHEDULE 13D

Explanatory Note

This Amendment No. 1 (this “Amendment”) reflects changes to the information in the Schedule 13D relating to the Common Stock, par value $0.000001 (the “Shares”) of Instil Bio, Inc. (the “Issuer” or the “Company”) filed on March 23, 2021 by the Reporting Persons (as amended, the “Schedule 13D”).

Unless otherwise indicated, each capitalized term used but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D. With the exception of the changes indicated below, the Schedule 13D is unchanged.

Item 3.

Source and Amount of Funds or Other Considerations

Solely as a result of the periodic vesting of options held directly by Bronson Crouch, the Chief Executive Officer of the Issuer, Mr. Crouch was deemed to beneficially own additional shares of Common Stock as follows:

•

On August 6, 2022, Mr. Crouch’s vesting of options caused the number of shares to be 46,220,773 resulting in the Reporting Persons’ having aggregate beneficial ownership of 34.60%.

•

On August 6, 2023, Mr. Crouch’s vesting of options caused the number of shares to be 48,301,188 resulting in the Reporting Persons’ having aggregate beneficial ownership of 35.60%.

•

On August 10, 2024, Mr. Crouch’s vesting of options caused the number of shares to be 2,518,124 (which would have been equal to 50,362,470 on a pre-split basis**) resulting in the Reporting Persons’ having aggregate beneficial ownership of 36.60%.

**	On December 7, 2023, the Issuer effected a 1-for-20 reverse stock split of its common stock. As a result, the number of Shares held by the Reporting Persons, as well as all other common stockholders, was proportionately reduced on such date.

All changes were solely the result of the periodic vesting of options held by Mr. Crouch. Mr. Crouch did not exercise any such options during this period, and no other Reporting Person acquired any Common Stock during this period. Additionally, Mr. Crouch reports his beneficial ownership in accordance with the filing requirements of Section 16(a) of the Act.

Item 5.

Interest in Securities of the Issuer

(a)

As of the date hereof, (i) Curative Ventures V LLC (“CVV”) may be deemed to beneficially own 1,899,003 shares of Common Stock, which represents approximately 29.2% of the outstanding Common Stock; (ii) CV-Immetacyte Manager LP (“CV-Immetacyte Manager”) may be deemed to beneficially own 1,899,003 shares of Common Stock, which represents approximately 29.2% of the outstanding Common Stock; (iii) CV-Immetacyte Ultimate Manager LLC (“Ultimate Manager”) may be deemed to beneficially own 1,899,003 shares of Common Stock, which represents approximately 29.2% of the outstanding Common Stock; (iv) SB2A LP (“SB2A”) may be deemed to beneficially own 2,019,002 shares of Common

Stock, which represents approximately 31.0% of the Outstanding Common Stock; (v) SB2A Management LLC (“SB2A Manager”) may be deemed to beneficially own 2,019,002 shares of Common Stock, which represents approximately 31.0% of the Outstanding Common Stock; and (vi) Mr. Crouch may be deemed to beneficially own 2,537,498 shares of Common Stock (this amount includes 391,603 shares of Common Stock that are obtainable upon exercise of options within the next 60 days), which represents approximately 36.80% of the outstanding Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

(b)

As of August 6, 2022:


Name of Reporting Person	Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power
CVV		0		37,980,073		0		37,980,073
CV-Immetacyte Manager		0		37,980,073		0		37,980,073
Ultimate Manager		0		37,980,073		0		37,980,073
SB2A		0		40,380,072		0		40,380,072
SB2A Manager		0		40,380,072		0		40,380,072
Bronson Crouch		5,840,701		40,380,072		5,840,701		40,380,072

As of August 6, 2023:


Name of Reporting Person	Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power
CVV		0		37,980,073		0		37,980,073
CV-Immetacyte Manager		0		37,980,073		0		37,980,073
Ultimate Manager		0		37,980,073		0		37,980,073
SB2A		0		40,380,072		0		40,380,072
SB2A Manager		0		40,380,072		0		40,380,072
Bronson Crouch		7,921,116		40,380,072		7,921,116		40,380,072

Following Reverse Stock Split

As of August 10, 2024:


Name of Reporting Person	Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power
CVV		0		1,899,003		0		1,899,003
CV-Immetacyte Manager		0		1,899,003		0		1,899,003
Ultimate Manager		0		1,899,003		0		1,899,003
SB2A		0		2,019,002		0		2,019,002
SB2A Manager		0		2,019,002		0		2,019,002
Bronson Crouch		499,122		2,019,002		499,122		2,019,002

As of the date hereof:


Name of Reporting Person	Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power
CVV		0		1,899,003		0		1,899,003
CV-Immetacyte Manager		0		1,899,003		0		1,899,003
Ultimate Manager		0		1,899,003		0		1,899,003
SB2A		0		2,019,002		0		2,019,002
SB2A Manager		0		2,019,002		0		2,019,002
Bronson Crouch		518,496		2,019,002		518,496		2,019,002

Item 7.

Material to be Filed as Exhibits

Exhibit A: Joint Filing Agreement

Exhibit B: Second Amended and Restated Investors’ Rights Agreement (incorporated by reference to Exhibit 4.1 to the registration statement on Form S-1 filed by the Company as File Number 333-253620)

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: October 22, 2024


CURATIVE VENTURES V LLC

By: By:	CV-Immetacyte Manager LP, its manager CV-Immetacyte Ultimate Manager LLC, its general partner

By:	/S/ Bronson Crouch
	Name:	Bronson Crouch
	Title:	Manager

CV-IMMETACYTE MANAGER LP

By:	CV-Immetacyte Ultimate Manager LLC, its general partner

By:	/S/ Bronson Crouch
	Name:	Bronson Crouch
	Title:	Manager


CV-IMMETACYTE ULTIMATE MANAGER LLC

By:		/S/ Bronson Crouch
		Name: Bronson Crouch
		Title: Manager

SB2A LP

By:		SB2A Management LLC, its general partner

By:		/S/ Bronson Crouch
		Name: Bronson Crouch Title: Managing Member


SB2A MANAGEMENT LLC

By:		/S/ Bronson Crouch
Name: Bronson Crouch
Title: Managing Member

BRONSON CROUCH

/S/ Bronson Crouch