Sec Form 3 Filing - Klausner Richard @ Lyell Immunopharma, Inc. - 2021-06-16

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Klausner Richard 2. Issuer Name and Ticker or Trading Symbol Lyell Immunopharma, Inc. [ LYEL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) C/O LYELL IMMUNOPHARMA, INC., 400 EAST JAMIE COURT, SUITE 301 3. Date of Earliest Transaction (MM/DD/YY) 06/16/2021 (Street) SOUTH SAN FRANCISCO, CA94080 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 2,967,834 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option (right to buy) $ 0.1 ( 2 ) 11/05/2028 Common Stock 2,713,756 D Option (right to buy) $ 3.65 ( 3 ) 01/15/2030 Common Stock 650,000 D Option (right to buy) $ 3.65 ( 4 ) 08/30/2029 Common Stock 4,675,392 D Series A Convertible Preferred Stock $ 1.8288 ( 5 ) ( 5 ) Common Stock 3,765,842 I Lyell Investors, LLC ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Klausner Richard C/O LYELL IMMUNOPHARMA, INC. 400 EAST JAMIE COURT, SUITE 301 SOUTH SAN FRANCISCO, CA94080 X Executive Chairman Signatures /s/ Heather D. Turner, as Attorney-in-fact 06/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )1/4 of the shares vested on August 1, 2019, with the remaining shares to vest in equal monthly installments (145,833) over the following thirty-six months. ( 2 )1/4 of the option shares vested on September 20, 2019, with the remaining option shares to vest in equal monthly installments over the following thirty-six months. The option provides for an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase. ( 3 )The shares vest in equal monthly installments over the forty-eight months following February 1, 2020. ( 4 )The shares vest in equal monthly installments over the forty-eight months following July 9, 2019. The option provides for an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase. ( 5 )The Series A Convertible Preferred Stock is convertible at any time, at the Reporting Person's election, has no expiration date, and will automatically convert to shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering on a 1-for-1 basis. ( 6 )The shares of Series A Convertible Preferred Stock are held by Lyell Investors, LLC. The Reporting Person is a manager of Lyell Investors, LLC (Lyell Investors) and may be deemed to share the power to direct the disposition and vote of the shares held by Lyell Investors. The Reporting Person disclaims beneficial ownership of all shares held by Lyell Investors except to any pecuniary interest therein.

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 4(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.