Sec Form 4 Filing - Fletcher Aaron G.L. @ IN8BIO, INC. - 2021-08-03

FORM 4 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 Fletcher Aaron G.L. 2. Issuer Name and Ticker or Trading Symbol IN8BIO, INC. [ INAB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BIOS EQUITY PARTNERS, 1751 RIVER RUN, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 08/03/2021 (Street) FORT WORTH, TX76107 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 08/03/2021 C 574,432 A 574,432 I See footnote ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) Common Stock 08/03/2021 C 1,876,624 A 1,876,624 I See footnote ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) Common Stock 08/03/2021 C 251,211 A 251,211 I See footnote ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 8 ) Common Stock 08/03/2021 C 997,433 A 997,433 I See footnote ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 9 ) Common Stock 08/03/2021 C 340,712 A 340,712 I See footnote ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 10 ) Common Stock 08/03/2021 C 2,225,316 A 2,225,316 I See footnote ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 11 ) Common Stock 08/03/2021 C 359,374 A 359,374 I See footnote ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 12 )

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 Series A Preferred Stock ( 1 ) 08/03/2021 C 522,355 ( 1 ) ( 1 ) Common Stock 574,432 $ 0 0 I See footnote ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) Series A Preferred Stock ( 1 ) 08/03/2021 C 1,706,490 ( 1 ) ( 1 ) Common Stock 1,876,624 $ 0 0 I See footnote ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) Series A Preferred Stock ( 1 ) 08/03/2021 C 228,438 ( 1 ) ( 1 ) Common Stock 251,211 $ 0 0 I See footnote ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 8 ) Series A Preferred Stock ( 1 ) 08/03/2021 C 907,007 ( 1 ) ( 1 ) Common Stock 997,433 $ 0 0 I See footnote ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 9 ) Series A Preferred Stock ( 1 ) 08/03/2021 C 309,823 ( 1 ) ( 1 ) Common Stock 340,712 $ 0 0 I See footnote ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 10 ) Series A Preferred Stock ( 1 ) 08/03/2021 C 2,023,568 ( 1 ) ( 1 ) Common Stock 2,225,316 $ 0 0 I See footnote ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 11 ) Series A Preferred Stock ( 1 ) 08/03/2021 C 326,795 ( 1 ) ( 1 ) Common Stock 359,374 $ 0 0 I See footnote ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 12 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fletcher Aaron G.L. C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH, TX76107 X BIOS Fund III, LP 1751 RIVER RUN SUITE 400 FORT WORTH, TX76107 X BIOS Fund III NT, LP 1751 RIVER RUN SUITE 400 FORT WORTH, TX76107 X BIOS Fund III QP, LP 1751 RIVER RUN SUITE 400 FORT WORTH, TX76107 X BIOS Capital Management, LP 1751 RIVER RUN SUITE 400 FORT WORTH, TX76107 X BIOS Advisors GP, LLC 1751 RIVER RUN SUITE 400 FORT WORTH, TX76107 X Signatures /s/ Aaron Glenn Louis Fletcher 08/03/2021 Signature of Reporting Person Date Bios Fund III, LP, By: Bios Equity Partners III, LP, its general partner, By: Bios Capital Management, LP, its general partner, By: Bios Advisors GP, LLC, its general partner, By: /s/ Aaron Glenn Louis Fletcher, Manager 08/03/2021 Signature of Reporting Person Date Bios Fund III NT, LP, By: Bios Equity Partners III, LP, its general partner, By: Bios Capital Management, LP, its general partner, By: Bios Advisors GP, LLC, its general partner, By: /s/ Aaron Glenn Louis Fletcher, Manager 08/03/2021 Signature of Reporting Person Date Bios Fund III QP, LP, By: Bios Equity Partners III, LP, its general partner, By: Bios Capital Management, LP, its general partner, By: Bios Advisors GP, LLC, its general partner, By: /s/ Aaron Glenn Louis Fletcher, Manager 08/03/2021 Signature of Reporting Person Date Bios Capital Management, LP, By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, its Manager 08/03/2021 Signature of Reporting Person Date Bios Advisors GP, LLC, By: /s/ Aaron Glenn Louis Fletcher, its Manager 08/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series A Preferred Stock was convertible at any time at the option of the holder, without payment of additional consideration, into Common Stock, on a 1.0997 for 1 basis, had no expiration date and automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering. ( 2 )The securities are directly held by Bios Fund II, LP ("Bios Fund II"). ( 3 )Bios Equity Partners II, LP ("Bios Equity II") is the general partner of the following entities: Bios Fund II, Bios Fund II QP, LP ("Bios Fund IIQP"), Bios Fund II NT, LP ("Bios Fund II NT") and BIOS Incysus Co-Invest I, LP ("BIOS Incysus"). Bios Equity Partners III, LP ("Bios Equity III")is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP") and Bios Fund IIINT, LP ("Bios Fund III NT"). Bios Capital Management, LP ("Bios Management") and Cavu Management, LP ("Cavu Management") are thegeneral partners of Bios Equity II and Bios Equity III. Bios Advisors GP, LLC ("Bios Advisors") is the general partner of Bios Management. CavuAdvisors LLC ("Cavu Advisors") is the general partner of Cavu Management. Bios Management and Bios Advisors are entities managed andcontrolled by Aaron G.L. Fletcher. Cavu Management and Cavu Advisors are entities managed and controlled by Leslie W. Kreis, Jr. ( 4 )Mr. Fletcher, Bios Management and Bios Advisors each share voting and investment control with respect to the shares held by Bios Fund II,Bios Fund II QP, Bios Fund II NT, BIOS Incysus, Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively, the "Bios Equity Entities").Because of the relationship between Mr. Fletcher, Bios Management, Bios Advisors and the Bios Equity Entities, Mr. Fletcher, BiosManagement and Bios Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities. ( 5 )For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of anysuch securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that suchReporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. ( 6 )Mr. Kreis, Cavu Management and Cavu Advisors each share voting and investment control with respect to the shares held by the Bios EquityEntities. Because of the relationship between Mr. Kreis, Cavu Management, Cavu Advisors and the Bios Equity Entities, Mr. Kreis, CavuManagement and Cavu Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities. ( 7 )The securities are directly held by Bios Fund II QP. ( 8 )The securities are directly held by Bios Fund II NT. ( 9 )The securities are directly held by BIOS Incysus. ( 10 )The securities are directly held by Bios Fund III. ( 11 )The securities are directly held by Bios Fund III QP. ( 12 )The securities are directly held by Bios Fund III NT.

Remarks: This Form 4 is the second of two Forms 4 filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting person. The first Form 4 was filed by Leslie W. Kreis, Jr. as the designated filer.

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).

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