Sec Form 3 Filing - FRIEDMAN CATHY @ Lyell Immunopharma, Inc. - 2021-06-16

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 FRIEDMAN CATHY 2. Issuer Name and Ticker or Trading Symbol Lyell Immunopharma, Inc. [ LYEL] 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 LYELL IMMUNOPHARMA, INC., 400 EAST JAMIE COURT, SUITE 301 3. Date of Earliest Transaction (MM/DD/YY) 06/16/2021 (Street) SOUTH SAN FRANCISCO, CA94080 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 100,000 ( 1 ) I ( 2 ) The Duane Irrevocable Trust 2020

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 Convertible Preferred Stock $ 1.8288 ( 3 ) ( 3 ) Common Stock 3,765,842 I Lyell Investors, LLC ( 4 ) Option (right to buy) $ 5.81 ( 5 ) 05/18/2030 Common Stock 400,000 D Option (right to buy) $ 5.96 ( 6 ) 12/16/2030 Common Stock 250,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FRIEDMAN CATHY C/O LYELL IMMUNOPHARMA, INC. 400 EAST JAMIE COURT, SUITE 301 SOUTH SAN FRANCISCO, CA94080 X Signatures /s/ Heather D. Turner, as Attorney-in-fact 06/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )1/4 of the shares vested on August 1, 2019, with the remaining shares to vest in equal monthly installments over the following thirty-six months. ( 2 )The Reporting Person is a trustee of The Duane Irrevocable Trust 2020 ("Duane Trust") and therefore may be deemed to share the power to direct the disposition and vote of the shares held by the Duane Trust. The Reporting Person disclaims beneficial ownership of all shares held by Duane Trust except to any pecuniary interest therein. ( 3 )The Series A Convertible Preferred Stock is convertible at any time, at the Reporting Person's election, has no expiration date, and will automatically convert to shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering on a 1-for-1 basis. ( 4 )The Reporting Person is a member of Lyell Investors, LLC and therefore may be deemed to share the power to direct the disposition and vote of the shares held by Lyell Investors, LLC. The Reporting Person disclaims beneficial ownership of all shares held by Lyell Investors, LLC except to any pecuniary interest therein. ( 5 )The shares vest in equal monthly installments over the thirty-six months following August 8, 2018. The option provides for an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase. ( 6 )The shares vest in equal monthly installments over the thirty-six months following January 1, 2021. The option provides for an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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