SEC FORM 3

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^*

Walker Paul Edward

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2021

3. Issuer Name and Ticker or Trading Symbol
Trillium Therapeutics Inc. [ TRIL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
Common Shares	5,736,363	I	See Note 1⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Warrant to Purchase Common Shares	02/28/2019	02/28/2024	Common Shares	850,000⁽²⁾	$0.96	I	See Note 1⁽¹⁾
Series II Non-Voting Convertible First Preferred Shares	⁽³⁾	⁽³⁾	Common Shares	6,750,000⁽³⁾	$0.00	I	See Note 1⁽¹⁾
Warrant to Purchase Series II Preferred Shares	02/28/2019	02/28/2024	Series II Non-Voting Convertible First Preferred Shares	5,400,000	$0.96	I	See Note 1⁽¹⁾
Stock Option (Right to Buy)	12/23/2020⁽⁴⁾	12/23/2030	Common Shares	40,000	$12.03	D

Explanation of Responses:

1. The Reporting Person is a manager of NEA 16 GP, LLC, which is the sole general partner of NEA Partners 16, L.P. ("NEA Partners 16"). NEA Partners 16 is the sole general partner of New Enterprise Associates 16, L.P. ("NEA 16"). NEA 16 is the sole member of Growth Equity Opportunities Fund V, LLC ("GEO V"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by GEO V in which the Reporting Person has no pecuniary interest.

2. The Warrant to Purchase Common Shares may not be exercised to the extent such exercise would cause the holder of such Warrant (together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates) to beneficially own more than 9.99% of the Issuer's Common Shares outstanding immediately after giving effect to such exercise.

3. Each share of the Issuer's Series II Non-Voting Convertible First Preferred Shares ("Series II Preferred") is convertible into the Issuer's Common Shares (subject to adjustment as provided in the Issuer's Articles of Incorporation) at any time at the option of the holder, and has no expiration date, provided that the holder will be prohibited from converting Series II Preferred Stock into Common Shares if, after giving effect to, and as a result of, such conversion, the holder of such Series II Preferred, together with any person acting jointly or in concert with the holder, would beneficially own or exercise control or direction over Common Shares in excess of 4.99% of the issued and outstanding Common Shares, which percentage may be changed at the holders' election upon 61 days' notice to the Issuer (subject to certain notice and approval requirements of the Toronto Securities Exchange, if applicable).

4. 50% of the options vested immediately upon grant and the remaining options vest in equal monthly installments over the following six months.

Remarks:

	/s/ Sasha Keough, attorney-in-fact	01/04/2021
	** Signature of Reporting Person	Date
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 5 (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.
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