Sec Form 3 Filing - Crouch Bronson @ Instil Bio, Inc. - 2021-03-18

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 Crouch Bronson 2. Issuer Name and Ticker or Trading Symbol Instil Bio, Inc. [ TIL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and Chairman (Last) (First) (Middle) C/O INSTIL BIO, INC., 3963 MAPLE AVENUE, SUITE 350 3. Date of Earliest Transaction (MM/DD/YY) 03/18/2021 (Street) DALLAS, TX75219 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 2,537,873 D Common Stock 2,399,999 I See footnote ( 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 Series A Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 30,000,000 I See footnote ( 3 ) Series B Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 6,098,799 I See footnote ( 3 ) Series C Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 1,431,274 I See footnote ( 3 ) Employee Stock Option (right to buy) $ 0.35 ( 4 ) 09/05/2029 Common Stock 862,125 D Employee Stock Option (right to buy) $ 1.15 ( 5 ) 06/30/2030 Common Stock 2,922,043 D Employee Stock Option (right to buy) $ 5.95 ( 6 ) 02/09/2031 Common Stock 1,200,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Crouch Bronson C/O INSTIL BIO, INC. 3963 MAPLE AVENUE, SUITE 350 DALLAS, TX75219 X X CEO and Chairman Signatures /s/ Madison Jones, Attorney-in-Fact 03/18/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities are held by SB2A LP. The Reporting Person is the manager of SB2A Management LLC, the general partner and manager of SB2A LP. ( 2 )Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock is convertible at any time at the option of the holder, without payment of additional consideration, into Common Stock, on a one for one basis, has no expiration date and is expected to automatically convert into shares of Common Stock upon the closing of the Issuer's initial public offering. ( 3 )The securities are held by Curative Ventures V LLC (the "LLC"). CV-Immetacyte Ultimate Manager LLC ("Ultimate Manager") is the general partner of CV-Immetacyte Manager LP, the general partner of the LLC. The Reporting Person is the manager of Ultimate Manager and disclaims Section 16 beneficial ownership of such securities except to the extent of his pecuniary interest therein. ( 4 )Twenty-five percent (25%) of the shares subject to the option vested on September 6, 2019, and the remaining shares subject to the option vested or shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date. ( 5 )Twenty-five percent (25%) of the shares subject to the option vest on July 1, 2021, and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date. ( 6 )Twenty-five percent (25%) of the shares subject to the option vest on February 10, 2022, and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

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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