SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GILEAD SCIENCES, INC.

(Last)

(First)

(Middle)

333 LAKESIDE DRIVE

(Street)

FOSTER CITY

94404

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Xilio Therapeutics, Inc. [ XLO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Prefunded Warrants (right to buy)⁽¹⁾	$0.0001	06/05/2025		P		13,335,000		⁽²⁾	⁽²⁾	Common Stock	13,335,000	⁽¹⁾	23,310,266	D
Series A Warrants (right to buy)⁽¹⁾	$0.75	06/05/2025		P		13,335,000		⁽³⁾	⁽³⁾	Common Stock	13,335,000	⁽¹⁾	13,335,000	D
Series B Warrants (right to buy)⁽¹⁾	$0.75	06/05/2025		P		13,335,000		⁽⁴⁾	⁽⁴⁾	Common Stock	13,335,000	⁽¹⁾	13,335,000	D
Series C Warrants (right to buy)⁽¹⁾	$0.75	06/05/2025		P		13,335,000		⁽⁵⁾	⁽⁵⁾	Common Stock	13,335,000	⁽¹⁾	13,335,000	D

Explanation of Responses:

1. Each Prefunded Warrant was acquired together with an accompanying Series A Warrant, Series B Warrant and Series C Warrant at a combined offering price of $0.7499. A holder of any such warrant may not exercise such warrant if, after giving effect to such exercise, the holder and its affiliates would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 19.99% of the outstanding shares of Common Stock of the Issuer (the "Common Stock").

2. The Prefunded Warrants are exercisable at any time on or after the date of issuance and have no expiration date.

3. The Series A Warrants will be exercisable at any time on or after the earlier of (i) December 1, 2025 and (ii) the trading day immediately following a period of five consecutive trading days on which the closing price of the Common Stock is a minimum of $1.50 per share and will expire on the earlier of (A) June 5, 2030 and (B) immediately upon exercise of the reporting person's Prefunded Warrants issued on June 5, 2025 if such exercise is prior to December 1, 2025, but with respect to only that number of Series A Warrants that is equal to the number of Prefunded Warrants that are exercised.

4. The Series B Warrants are exercisable at any time on or after November 1, 2025 and expire on December 2, 2025, provided that if the closing price of the Common Stock is below the exercise price on such date, the exercise price will reset to the closing price on December 1, 2025 and the expiration time will be extended to December 31, 2025.

5. The Series C Warrants are exercisable at any time on or after June 1, 2026 and expire on the earlier of (i) December 2, 2026 and (ii) the expiration time of the Series B Warrants held by the reporting person to the extent that the corresponding Series B Warrants expire without being exercised, but with respect to only that number of Series C Warrants that is equal to the number of Series B Warrants that expire without being exercised. In addition, if the closing price of the Common Stock is below the exercise price on December 2, 2026, the exercise price will reset to the closing price on December 1, 2026 and the expiration time will be extended to December 31, 2026.

	Gilead Sciences, Inc. By: /s/ Andrew D. Dickson	06/06/2025
	** 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 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).
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SEC Form 4 filed by Large owner Gilead Sciences, Inc.