Sec Form 4 Filing - FRIEDMAN CATHY @ Lyell Immunopharma, Inc. - 2021-06-21

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
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)
06/21/2021
(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 06/21/2021 C 3,765,842 A 3,765,842 I Lyell Investors, LLC ( 2 )
Common Stock 06/21/2021 P 17,648 A $ 17 17,648 I MSL FBO J DUANE & C FRIEDMAN TTEE DUANE FAMILY TRUST ( 3 )
Common Stock 100,000 I The Duane Irrevocable Trust 2020 ( 4 )
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 ) 06/21/2021 C 3,765,842 ( 1 ) ( 1 ) Common Stock 3,765,842 ( 1 ) 0 I Lyell Investors, LLC ( 2 )
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 Turner, as Attorney-in-fact 06/23/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Issuer's Series A Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis and had no expiration date.
( 2 )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 ofthe shares held by Lyell Investors, LLC. The Reporting Person disclaims beneficial ownership of all shares held by Lyell Investors, LLC except toany pecuniary interest therein.
( 3 )The Reporting Person is a trustee of MSL FBO J DUANE & C FRIEDMAN TTEEDUANE FAMILY TRUST ("Duane Family Trust") and therefore may be deemed to share the power to direct the disposition and vote of the shares held by the Duane Family Trust. The Reporting Person disclaims beneficial ownership of all shares held by Duane Family Trust except to any pecuniary interest therein.
( 4 )The Reporting Person is a trustee of The Duane Irrevocable Trust 2020 ("Duane Irrevocable Trust") and therefore may be deemed to share the power todirect the disposition and vote of the shares held by the Duane Irrevocable Trust. The Reporting Person disclaims beneficial ownership of all shares held by Duane Irrevocable Trust except to any 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.