Sec Form 4 Filing - Vivo Capital IX, LLC @ IO Biotech, Inc. - 2021-11-09

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Vivo Capital IX, LLC 2. Issuer Name and Ticker or Trading Symbol IO Biotech, Inc. [ IOBT] 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) C/O VIVO CAPITAL LLC, 192 LYTTON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 11/09/2021 (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 11/09/2021 C 2,365,545 A 2,365,545 D( 2 ) Common Stock 11/09/2021 P 650,000 A $ 14 3,015,545 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 C Preferred Stock ( 1 ) 11/09/2021 C 188,168 ( 1 ) ( 1 ) Common Stock 2,365,545 $ 0 0 D( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Vivo Capital IX, LLC C/O VIVO CAPITAL LLC 192 LYTTON AVENUE PALO ALTO, CA94301 X Vivo Capital Fund IX, L.P. C/O VIVO CAPITAL LLC 192 LYTTON AVENUE PALO ALTO, CA94301 X Signatures /s/ Jack Nielsen, as a Managing Member of Vivo Capital IX, LLC 11/12/2021 Signature of Reporting Person Date /s/ Jack Nielsen, as a Managing Member of Vivo Capital IX, LLC, the General Partner of Vivo Capital Fund IX, L.P. 11/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Upon the closing of the Issuer's initial public offering, each share of Series C Preferred Stock beneficially owned by the reporting person automatically converted, for no additional consideration, into the number of shares of Common Stock reported in Column 7 of Table II. These shares of Series C Preferred Stock had no expiration date. ( 2 )The shares are held directly by Vivo Capital Fund IX, L.P. Vivo Capital IX, LLC is the general partner of Vivo Capital Fund IX, L.P. As the managing members of Vivo Capital IX, LLC, Frank Kung, Edgar Engleman, Shan Fu, Hongbo Lu, Mahendra Shah, Jack Nielsen and Michael Chang share voting and dispositive power over the shares held by Vivo Capital Fund IX, L.P., but each disclaims beneficial ownership of such shares except to the extent of their 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).

** 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.