Sec Form 4 Filing - Klausner Richard @ Lyell Immunopharma, Inc. - 2021-06-21

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 Klausner Richard 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 X __ Officer (give title below) _____ Other (specify below) Executive Chairman (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 2,967,834 D

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 $ 0 0 I Lyell Investors, LLC ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Klausner Richard C/O LYELL IMMUNOPHARMA, INC. 400 EAST JAMIE COURT, SUITE 301 SOUTH SAN FRANCISCO, CA94080 X Executive Chairman 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 manager of Lyell Investors, LLC(Lyell Investors) and may be deemed to share the power to direct the disposition and vote of the shares held by Lyell Investors. The ReportingPerson disclaims beneficial ownership of all shares held by Lyell Investors 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).

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