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* SV7 Impact Medicine Fund LP (Last) (First) (Middle) 71 KINGSWAY (Street) LONDON X0 WC2B 6ST (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) 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	(1)	(1)	Common Stock(1)	998,544	$0.00	D
Series B Convertible Preferred Stock	(1)	(1)	Common Stock(1)	998,544	$0.00	I	See footnote(2)
Series C Convertible Preferred Stock	(1)	(1)	Common Stock(1)	302,588	$0.00	D
Series C Convertible Preferred Stock	(1)	(1)	Common Stock(1)	302,588	$0.00	I	See footnote(2)

1. Name and Address of Reporting Person* SV7 Impact Medicine Fund LP (Last) (First) (Middle) 71 KINGSWAY (Street) LONDON X0 WC2B 6ST (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* SV7 (IMF) GP LLP (Last) (First) (Middle) 71 KINGSWAY (Street) LONDON X0 WC2B 6ST (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 B Convertible Preferred Stock and Series C Convertible Preferred Stock (together, the "Preferred Stock") will automatically convert into 0.1053 shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering (the "IPO"). The Preferred Stock has no expiration date.

2. Consists of shares of common stock underlying shares of convertible preferred stock held by SV7 Impact Medicine Fund LP, via its general partner SV7 (IMF) GP LLP. Catherine Bingham, Michael Ross, who is a member of our board of directors, and Houman Ashrafian are members of the investment committee of SV7 (IMF) GP LLP, which has voting and investment power with respect to these shares, and may be deemed to beneficially own such shares. SV7 (IMF) GP LLP and Ms. Bingham, Mr. Ross and Mr. Ashrafian each disclaim beneficial ownership of the shares held herein except to the extent of their pecuniary interest therein. The address of SV7 Impact Medicine Fund LP is 71 Kingsway, London, WC2B 6ST, United Kingdom.

Remarks:

Exhibit 24.1: Power of Attorney (SV7 Impact Medicine Fund LP) Exhibit 24.2: Power of Attorney (SV7 (IMF) GP LLP)

	/s/ Kathleen R. Henry, pursuant to Power of Attorney for SV7 Impact Medicine Fund LP	10/21/2021
	/s/ Kathleen R. Henry, pursuant to Power of Attorney for SV7 (IMF) GP LLP	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).
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