X0206 3/A 2021-03-18 2021-03-18 0 0001789769 Instil Bio, Inc. TIL 0001750698 Vivo Capital IX, LLC 192 LYTTON AVENUE PALO ALTO CA 94301 0 0 1 0 0001750117 Vivo Capital Fund IX, L.P. 192 LYTTON AVENUE PALO ALTO CA 94301 0 0 1 0 Series B Preferred Stock Common Stock 11709696 D Series C Preferred Stock Common Stock 477091 D 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. 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. /s/ Jack Nielsen, Managing Member of Vivo Capital IX, LLC 2021-03-22 /s/ Jack Nielsen, Managing Member of Vivo Capital IX, LLC, General Partner of Vivo Capital Fund IX, L.P. 2021-03-22