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* LYNCH DANIEL (Last) (First) (Middle) C/O XILIO THERAPEUTICS, INC. 828 WINTER STREET, SUITE 300 (Street) WALTHAM, MA 02451 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/21/2021	3. Issuer Name and Ticker or Trading Symbol Xilio Therapeutics, Inc. [ XLO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 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)

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
Stock Option (right to buy)	(1)	07/22/2030	Common Stock	134,797	$5.51	D
Stock Option (right to buy)	(2)	03/10/2031	Common Stock	200,597	$5.89	D

Explanation of Responses:

1. The option was granted on July 23, 2020 for 134,797 shares. The underlying shares began vesting on June 11, 2020 and shall continue to vest in equal monthly installments thereafter until June 11, 2024.

2. The option was granted on March 11, 2021 for 200,597 shares. The underlying shares began vesting on June 11, 2020 and shall continue to vest in equal monthly installments thereafter until June 11, 2024.

Remarks:

Exhibit Index: 24.1 Power of Attorney

	/s/ Chris Frankenfield, Attorney-in-Fact	10/21/2021
	** 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).
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