Sec Form 3 Filing - Walker Paul Edward @ Trillium Therapeutics Inc. - 2021-01-01

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 Walker Paul Edward 2. Issuer Name and Ticker or Trading Symbol Trillium Therapeutics Inc. [ TRIL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1954 GREENSPRING DRIVE, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2021 (Street) TIMONIUM, MD21093 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 Shares 5,736,363 I See Note 1 ( 1 )

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 Warrant to Purchase Common Shares $ 0.96 02/28/2019 02/28/2024 Common Shares 850,000 ( 2 ) I See Note 1 ( 1 ) Series II Non-Voting Convertible First Preferred Shares $ 0 ( 3 ) ( 3 ) Common Shares 6,750,000 ( 3 ) I See Note 1 ( 1 ) Warrant to Purchase Series II Preferred Shares $ 0.96 02/28/2019 02/28/2024 Series II Non-Voting Convertible First Preferred Shares 5,400,000 I See Note 1 ( 1 ) Stock Option (Right to Buy) $ 12.03 12/23/2020( 4 ) 12/23/2030 Common Shares 40,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Walker Paul Edward 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X Signatures /s/ Sasha Keough, attorney-in-fact 01/04/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person is a manager of NEA 16 GP, LLC, which is the sole general partner of NEA Partners 16, L.P. ("NEA Partners 16"). NEA Partners 16 is the sole general partner of New Enterprise Associates 16, L.P. ("NEA 16"). NEA 16 is the sole member of Growth Equity Opportunities Fund V, LLC ("GEO V"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by GEO V in which the Reporting Person has no pecuniary interest. ( 2 )The Warrant to Purchase Common Shares may not be exercised to the extent such exercise would cause the holder of such Warrant (together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates) to beneficially own more than 9.99% of the Issuer's Common Shares outstanding immediately after giving effect to such exercise. ( 3 )Each share of the Issuer's Series II Non-Voting Convertible First Preferred Shares ("Series II Preferred") is convertible into the Issuer's Common Shares (subject to adjustment as provided in the Issuer's Articles of Incorporation) at any time at the option of the holder, and has no expiration date, provided that the holder will be prohibited from converting Series II Preferred Stock into Common Shares if, after giving effect to, and as a result of, such conversion, the holder of such Series II Preferred, together with any person acting jointly or in concert with the holder, would beneficially own or exercise control or direction over Common Shares in excess of 4.99% of the issued and outstanding Common Shares, which percentage may be changed at the holders' election upon 61 days' notice to the Issuer (subject to certain notice and approval requirements of the Toronto Securities Exchange, if applicable). ( 4 )50% of the options vested immediately upon grant and the remaining options vest in equal monthly installments over the following six months.

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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