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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Laumas Sandeep (Last) (First) (Middle) C/O INSTIL BIO, INC. 3963 MAPLE AVENUE, SUITE 350 (Street) DALLAS TX 75219 (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 10% Owner X Officer (give title below) Other (specify below) CFO and CBO	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 Stock	3,199,999	I	See footnote(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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(2)	09/05/2029	Common Stock	720,000	$0.35	D
Employee Stock Option (right to buy)	(3)	06/30/2030	Common Stock	631,791	$1.15	D
Employee Stock Option (right to buy)	(4)	02/09/2031	Common Stock	120,000	$5.95	D
Employee Stock Option (right to buy)	(5)	09/05/2029	Common Stock	790,000	$0.35	D

Explanation of Responses:

1. The securities are held by Bearing Circle Capital LLC (the "LLC"). The Reporting Person is managing member of the LLC.

2. Twenty-five percent (25%) of the shares subject to the option vested on September 6, 2019, and the remaining shares subject to the option vested or shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

3. Twenty-five percent (25%) of the shares subject to the option vest on July 1, 2021, and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

4. Twenty-five percent (25%) of the shares subject to the option vest on February 10, 2022, and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

5. Immediately exercisable.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Madison Jones, Attorney-in-Fact	03/18/2021
	** 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.
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.