SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Vivo Capital IX, LLC (Last) (First) (Middle) 192 LYTTON AVENUE (Street) PALO ALTO CA 94301 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/18/2021	3. Issuer Name and Ticker or Trading Symbol Instil Bio, Inc. [ TIL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 03/18/2021
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(1)	(1)	Common Stock	11,709,696	(1)	D(2)
Series C Preferred Stock	(1)	(1)	Common Stock	477,091	(1)	D(2)

1. Name and Address of Reporting Person* Vivo Capital IX, LLC (Last) (First) (Middle) 192 LYTTON AVENUE (Street) PALO ALTO CA 94301 (City) (State) (Zip)

1. Name and Address of Reporting Person* Vivo Capital Fund IX, L.P. (Last) (First) (Middle) 192 LYTTON AVENUE (Street) PALO ALTO CA 94301 (City) (State) (Zip)

Explanation of Responses:

1. This Form 3 amendment is being filed to restate this footnote to correct the preferred stock to common stock conversion rate: Each share of Series B Preferred Stock and Series C Preferred Stock is convertible at any time at the option of the holder, without payment of additional consideration, into Common Stock, on a 1.2 for one basis, has no expiration date and is expected to automatically convert into shares of Common Stock upon the closing of the Issuer's initial public offering.

2. The securities are held by Vivo Capital Fund IX, L.P. ("Fund IX"). Vivo Capital IX, LLC ("Capital IX") is the general partner of Fund IX. As the managing members of Capital IX, 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 Fund IX, but each disclaims beneficial ownership of such shares except to the extent of their individual pecuniary interest therein.

Remarks:

	/s/ Jack Nielsen, Managing Member of Vivo Capital IX, LLC	03/22/2021
	/s/ Jack Nielsen, Managing Member of Vivo Capital IX, LLC, General Partner of Vivo Capital Fund IX, L.P.	03/22/2021
	** Signature of Reporting Person	Date
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