Sec Form 4 Filing - TAKEDA PHARMACEUTICAL CO LTD @ Xilio Therapeutics, Inc. - 2021-10-26

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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
TAKEDA PHARMACEUTICAL CO LTD
2. Issuer Name and Ticker or Trading Symbol
Xilio Therapeutics, Inc. [ XLO]
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)
1-1, NIHONBASHI-HONCHO 2-CHOME
3. Date of Earliest Transaction (MM/DD/YY)
10/26/2021
(Street)
CHUO-KU, TOKYO, M0103-8668
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 10/26/2021 C 1,475,121 A 1,475,121 I See explanation ( 1 ) ( 2 ) ( 3 )
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 ) 10/26/2021 C 1,248,180 ( 1 ) ( 1 ) Common Stock 1,248,180 $ 0 0 I See explanation ( 2 ) ( 3 )
Series C Preferred Stock ( 1 ) 10/26/2021 C 226,941 ( 1 ) ( 1 ) Common Stock 226,941 $ 0 0 I See explanation ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TAKEDA PHARMACEUTICAL CO LTD
1-1, NIHONBASHI-HONCHO 2-CHOME
CHUO-KU, TOKYO, M0103-8668
X
Takeda Ventures, Inc.
9625 TOWNE CENTRE DRIVE
SAN DIEGO, CA92121
X
Signatures
/s/ Yoshihiro Nakagawa, Corporate Officer, GlobalGeneral Counsel of Takeda Pharmaceutical CompanyLimited 10/26/2021
Signature of Reporting Person Date
Takeda Ventures, Inc. 9625 Towne Centre Drive San Diego, CA 92121 10/26/2021
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 the Issuers Common Stock on a one-for-one basis immediately prior to the completion of the Issuers initial public offering for no additional consideration. The Preferred Stock had no expiration date.
( 2 )This statement is being filed jointly by Takeda Pharmaceutical Company Limited and Takeda Ventures, Inc.
( 3 )The reportable securities are owned directly by Takeda Ventures, Inc. Takeda Pharmaceutical Company Limiteds beneficial ownership of these securities is comprised of the reportable securities owned by Takeda Ventures, Inc. Takeda Ventures, Inc., is a direct, wholly owned subsidiary of Takeda Pharmaceuticals U.S.A. Inc., which is a direct subsidiary of Takeda Pharmaceutical Company Limited (72.70%) and Takeda Pharmaceuticals International AG (27.3%). Takeda Pharmaceuticals International AG is a direct, wholly owned subsidiary of Takeda Pharmaceutical Company Limited.

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