X0206 3/A 2021-03-18 2021-03-18 0 0001789769 Instil Bio, Inc. TIL 0001602402 Nielsen Jack C/O INSTIL BIO, INC. 3963 MAPLE AVENUE, SUITE 350 DALLAS TX 75219 1 0 1 0 Series B Preferred Stock Common Stock 11709696 I See footnote Series C Preferred Stock Common Stock 477091 I See footnote 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. The Reporting Person is a managing member of Capital IX and may be deemed to share voting and investment power with respect to the shares beneficially owned by Fund IX and disclaims Section 16 beneficial ownership of such securities held by Fund IX, except to the extent of his pecuniary interest therein, if any. Exhibit List - Exhibit 24 - Power of Attorney /s/ Madison Jones, Attorney-in-Fact 2021-03-22