Sec Form 3 Filing - Ehrnrooth Eva @ IO Biotech, Inc. - 2021-11-04

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Ehrnrooth Eva
2. Issuer Name and Ticker or Trading Symbol
IO Biotech, Inc. [ IOBT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Medical Officer
(Last) (First) (Middle)
C/O IO BIOTECH, INC., OLE MAALOES VEH 3
3. Date of Earliest Transaction (MM/DD/YY)
11/04/2021
(Street)
COPENHAGEN, G72200
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
< td style="text-align: center;">( 2 )
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
Warrants (Right to Buy) $ 16.86 ( 1 ) ( 2 ) Common Stock 9,802 D
Warrants (Right to Buy) $ 12.64 ( 3 ) Common Stock 56,374 D
Warrants (Right to Buy) $ 19.62 ( 3 ) ( 2 ) Common Stock 5,124 D
Warrants (Right to Buy) $ 12.64 ( 3 ) ( 2 ) Common Stock 47,425 D
Warrants (Right to Buy) $ 12.64 ( 4 ) ( 2 ) Common Stock 183,171 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ehrnrooth Eva
C/O IO BIOTECH, INC.
OLE MAALOES VEH 3
COPENHAGEN, G72200
Chief Medical Officer
Signatures
/s/ Brian Burkavage, Attorney-in-Fact for Eva Ehrnrooth 11/04/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )1 These Warrants vest in 25% annual increments starting on December 31, 2018, subject to the reporting person's continued service through the applicable vesting date.
( 2 )Warrants expire in annual increments on the fifth anniversary of the vesting date.
( 3 )These Warrants vest in 1/48 monthly increments after the May 27, 2021 vesting commencement date, subject to the reporting person's continued service through the applicable vesting date, and subject to 50% acceleration upon a change of control and subject to 100% acceleration upon termination of service by the Issuer without cause or by the reporting person within 24 months of a change of control.
( 4 )These Warrants vest in 1/48 monthly increments after October 15, 2021 vesting commencement date, subject to the reporting person's continued service through the applicable vesting date, and subject to 50% acceleration upon a change of control and subject to 100% acceleration upon termination of service by the Issuer without cause or by the reporting person within 24 months of a change of control.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

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).
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