Sec Form 4 Filing - FAIRBAIRN EMILY @ IN8BIO, INC. - 2023-07-28

Insider filing report for Changes in Beneficial Ownership
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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
FAIRBAIRN EMILY
2. Issuer Name and Ticker or Trading Symbol
IN8BIO, INC. [ INAB]
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)
C/O IN8BIO, INC., 350 5TH AVENUE, SUITE 5330
3. Date of Earliest Transaction (MM/DD/YY)
07/28/2023
(Street)
NEW YORK, NY10118
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 07/28/2023 J( 1 ) 4,111,958 D $ 0 0 I See footnote ( 1 )
Common Stock 91,336 I See footnote ( 2 )
Common Stock 27,706 I See footnote ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FAIRBAIRN EMILY
C/O IN8BIO, INC.
350 5TH AVENUE, SUITE 5330
NEW YORK, NY10118
X
Signatures
/s/ Jason Minio, Attorney-in-Fact 08/01/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are held by Transcend Partners Opportunity Fund I LLC ("Transcend"). Effective July 28, 2023, Transcend appointed new managing members and adopted a policy pursuant to which voting and dispositive decisions with respect to the Issuer's securities require the approval of at least two of Transcend's managers, Grant Fairbairn, Nina Fairbairn and Scott Kintz. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Based upon the foregoing analysis, neither an individual manager of Transcend nor the Reporting Person exercises voting or dispositive control over any of the Issuer's securities, even those in which such person may hold a pecuniary interest.
( 2 )The securities are held by Valley High Limited Partnership ("Valley High"). Emily Fairbairn's spouse is the sole managing partner of Valley High and has voting and investment power over the shares held by Valley High.
( 3 )The securities are held by Emily T. Fairbairn Roth IRA ("Roth IRA"). Emily Fairbairn exercises control over the Roth IRA, and as such, has voting and investment power over the shares held by the Roth IRA.

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