0001104659-21-128628.txt : 20211021 0001104659-21-128628.hdr.sgml : 20211021 20211021204455 ACCESSION NUMBER: 0001104659-21-128628 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211021 FILED AS OF DATE: 20211021 DATE AS OF CHANGE: 20211021 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Giovine Salvatore CENTRAL INDEX KEY: 0001887790 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40925 FILM NUMBER: 211338432 MAIL ADDRESS: STREET 1: 828 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Xilio Therapeutics, Inc. CENTRAL INDEX KEY: 0001840233 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 851623397 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 828 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 617-833-1027 MAIL ADDRESS: STREET 1: 828 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 3 1 tm2130646-6_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2021-10-21 0 0001840233 Xilio Therapeutics, Inc. XLO 0001887790 Giovine Salvatore C/O XILIO THERAPEUTICS, INC. 828 WINTER STREET, SUITE 300 WALTHAM MA 02451 0 1 0 0 Chief Financial Officer Stock Option (right to buy) 6.65 2031-03-28 Common Stock 233596 D The option was granted on March 29, 2021 for 223,596 shares. On March 20, 2022, 25% of the underlying shares shall vest and the remaining shares shall vest in equal monthly installments until March 20, 2025. Exhibit Index: 24.1 Power of Attorney /s/ Chris Frankenfield, Attorney-in-Fact 2021-10-21 EX-24.1 2 tm2130646d6_ex24-1.htm EXHIBIT 24.1

Exhibit: 24.1

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of René Russo, Salvatore Giovine and Chris Frankenfield, signing singly and each acting individually, as the undersigned's true and lawful attorney-in-fact with full power and authority as hereinafter described to:

(1)           execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Xilio Therapeutics, Inc. (the “Company”), Forms 3, 4, and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);

(2)           do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Form 3, 4, or 5, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;

(3)           seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and

(4)           take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th day of October, 2021.

	/s/ Sal Giovine
	Signature

	Sal Giovine
	Print Name