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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Frankenfield Christopher James

(Last)

(First)

(Middle)

828 WINTER STREET, SUITE 300

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/03/2023

3. Issuer Name and Ticker or Trading Symbol
Xilio Therapeutics, Inc. [ XLO ]

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

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

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)
Stock Option (right to buy)	⁽¹⁾	03/28/2031	Common Stock	155,090	$6.65	D
Stock Option (right to buy)	⁽²⁾	03/31/2031	Common Stock	23,786	$6.65	D
Stock Option (right to buy)	⁽³⁾	10/20/2031	Common Stock	37,296	$16	D
Stock Option (right to buy)	⁽⁴⁾	02/21/2032	Common Stock	45,000	$12.66	D
Stock Option (right to buy)	⁽⁵⁾	08/31/2032	Common Stock	20,000	$2.13	D
Stock Option (right to buy)	⁽⁶⁾	12/31/2032	Common Stock	117,000	$2.69	D

Explanation of Responses:

1. The option was granted on March 29, 2021 for 155,090 shares. On March 27, 2022, 25% of the shares of common stock underlying the stock option vested and the remainder continues to vest in equal monthly installments thereafter through March 27, 2025.

2. The option was granted on April 1, 2021 for 23,786 shares. On March 27, 2022, 25% of the shares of common stock underlying the stock option vested and the remainder continues to vest in equal monthly installments thereafter through March 27, 2025.

3. The option was granted on October 21, 2021 for 37,296 shares. The shares underlying the option began vesting on November 1, 2021 and shall vest in equal monthly installments thereafter through October 1, 2025.

4. The option was granted on February 22, 2022 for 45,000 shares. The shares underlying the option began vesting on March 1, 2022 and shall vest in equal monthly installments thereafter through February 1, 2026.

5. The option was granted on September 1, 2022 for 20,000 shares. The shares underlying the option began vesting on September 1, 2022 and shall vest in equal monthly installments thereafter through August 1, 2026.

6. The option was granted on January 1, 2023 for 117,000 shares. The shares underlying the option began vesting on February 1, 2023 and shall vest in equal monthly installments thereafter through January 1, 2027.

Remarks:

Exhibit Index: 24.1 Power of Attorney

	/s/ Julia Walcott, Attorney-in-Fact	08/07/2023
	** 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.