Sec Form 4 Filing - Vivo Capital IX, LLC @ Instil Bio, Inc. - 2021-03-23

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 Vivo Capital IX, LLC 2. Issuer Name and Ticker or Trading Symbol Instil Bio, Inc. [ TIL] 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) 192 LYTTON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/23/2021 (Street) PALO ALTO, CA94301 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 03/23/2021 C 11,709,696 A 11,709,696 D ( 2 ) Common Stock 03/23/2021 C 477,091 A 12,186,787 D ( 2 ) Common Stock 03/23/2021 P 300,000 A $ 20 12,486,787 D ( 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 Series B Preferred Stock ( 1 ) 03/23/2021 C 9,758,080 ( 1 ) ( 1 ) Common Stock 11,709,696 $ 0 0 D ( 2 ) Series C Preferred Stock ( 1 ) 03/23/2021 C 397,576 ( 1 ) ( 1 ) Common Stock 477,091 $ 0 0 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Vivo Capital IX, LLC 192 LYTTON AVENUE PALO ALTO, CA94301 X Vivo Capital Fund IX, L.P. 192 LYTTON AVENUE PALO ALTO, CA94301 X Signatures /s/ Jack Nielsen, Managing Member of Vivo Capital IX, LLC 03/25/2021 Signature of Reporting Person Date /s/ Jack Nielsen, Managing Member of Vivo Capital IX, LLC, General Partner of Vivo Capital Fund IX, L.P. 03/25/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series B Preferred Stock and Series C Preferred Stock automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering for no additional consideration, on a 1.2 for one basis, and had no expiration date. ( 2 )The securities are held by Vivo Capital Fund IX, L.P. ("Fund IX"). Vivo Capital IX, LLC ("Capital IX") is the general partner of Fund IX. As themanaging members of Capital IX, Frank Kung, Edgar Engleman, Shan Fu, Hongbo Lu, Mahendra Shah, Jack Nielsen and Michael Chang sharevoting and dispositive power over the shares held by Fund IX, but each disclaims beneficial ownership of such shares except to the extent oftheir individual pecuniary interest therein.

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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