SCHEDULE 13G/A 0001104659-24-113135 0001704131 XXXXXXXX LIVE 2 Common Stock, par value $0.0001 03/31/2025 0001806952 Lyell Immunopharma, Inc. 55083R104 201 Haskins Way South San Francisco CA 94080 Rule 13d-1(c) Foresite Capital Fund IV, L.P. b DE 16007999.00 0.00 16007999.00 0.00 16007999.00 N 5.4 PN Note to Row 5: 16,007,999 shares, except that Foresite Capital Management IV, LLC ("FCM IV"), the general partner of Foresite Capital Fund IV, L.P. ("FCF IV"), may be deemed to have sole power to vote these shares, and James Tananbaum ("Tananbaum"), the managing member of FCM IV, may be deemed to have sole power to vote these shares. Note to row 6: See response to row 5. Note to Row 7: 16,007,999 shares, except that FCM IV, the general partner of FCF IV, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to dispose of these shares. Note to row 8: See response to row 7. Note to Row 11: This percentage is calculated based upon 295,228,868 Common Stock outstanding of Lyell Immunopharma, Inc. (the "Issuer") as of March 6, 2025, as set forth in the Issuer's Form 10-K filed with the Securities and Exchange Commission on March 11, 2025. Foresite Capital Management IV, LLC b DE 16007999.00 0.00 16007999.00 0.00 16007999.00 N 5.4 OO Note to Row 5: 16,007,999 shares, all of which are directly owned by FCF IV. FCM IV, the general partner of FCF IV, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to vote these shares. Note to row 6: See response to row 5. Note to Row 7: 16,007,999 shares, all of which are directly owned by FCF IV. FCM IV, the general partner of FCF IV, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to dispose of these shares. Note to row 8: See response to row 7. Note to Row 11: This percentage is calculated based upon 295,228,868 Common Stock outstanding of the Issuer as of March 6, 2025, as set forth in the Issuer's Form 10-K filed with the Securities and Exchange Commission on March 11, 2025. Foresite Capital Fund V, L.P. b DE 8133047.00 0.00 8133047.00 0.00 8133047.00 N 2.8 PN Note to Row 5: 8,133,047 shares, except that Foresite Capital Management V, LLC ("FCM V"), the general partner of Foresite Capital Fund V, L.P. ("FCF V"), may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to vote these shares. Note to row 6: See response to row 5. Note to Row 7: 8,133,047 shares, except that FCM V, the general partner of FCF V, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to dispose of these shares. Note to row 8: See response to row 7. Note to Row 11: This percentage is calculated based upon 295,228,868 Common Stock outstanding of the Issuer as of March 6, 2025, as set forth in the Issuer's Form 10-K filed with the Securities and Exchange Commission on March 11, 2025. Foresite Capital Management V, LLC b DE 8133047.00 0.00 8133047.00 0.00 8133047.00 N 2.8 OO Note to Row 5: 8,133,047 shares, all of which are directly owned by FCF V. FCM V, the general partner of FCF V, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to vote these shares. Note to row 6: See response to row 5. Note to Row 7: 8,133,047 shares, all of which are directly owned by FCF V. FCM V, the general partner of FCF V, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to dispose of these shares. Note to row 8: See response to row 7. Note to Row 11: This percentage is calculated based upon 295,228,868 Common Stock outstanding of the Issuer as of March 6, 2025, as set forth in the Issuer's Form 10-K filed with the Securities and Exchange Commission on March 11, 2025. Foresite Capital Opportunity Fund V, L.P. b DE 3020846.00 0.00 3020846.00 0.00 3020846.00 N 1.0 PN Note to Row 5: 3,020,846 shares, except that Foresite Capital Opportunity Management V, LLC ("FCM Opp V"), the general partner of Foresite Capital Opportunity Fund V, L.P. ("FCF Opp V"), may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM Opp V, may be deemed to have sole power to vote these shares. Note to row 6: See response to row 5. Note to Row 7: 3,020,846 shares, except that FCM Opp V, the general partner of FCF Opp V, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM Opp V, may be deemed to have sole power to dispose of these shares. Note to row 8: See response to row 7. Note to Row 11: This percentage is calculated based upon 295,228,868 Common Stock outstanding of the Issuer as of March 6, 2025, as set forth in the Issuer's Form 10-K filed with the Securities and Exchange Commission on March 11, 2025. Foresite Capital Opportunity Management V, LLC b DE 3020846.00 0.00 3020846.00 0.00 3020846.00 N 1.0 OO Note to Row 5: 3,020,846 shares, all of which are directly owned by FCF Opp V. FCM Opp V, the general partner of FCF Opp V, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM Opp V, may be deemed to have sole power to vote these shares. Note to row 6: See response to row 5. Note to Row 7: 3,020,846 shares, all of which are directly owned by FCF Opp V. FCM Opp V, the general partner of FCF Opp V, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM Opp V, may be deemed to have sole power to dispose of these shares. Note to row 8: See response to row 7. Note to Row 11: This percentage is calculated based upon 295,228,868 Common Stock outstanding of the Issuer as of March 6, 2025, as set forth in the Issuer's Form 10-K filed with the Securities and Exchange Commission on March 11, 2025. James B. Tananbaum b X1 27161892.00 0.00 27161892.00 0.00 27161892.00 N 9.2 IN Note to Row 5: 27,161,892 shares, of which 16,007,999 shares are directly owned by FCF IV, 8,133,047 shares are directly owned by FCF V and 3,020,846 shares are directly owned by FCF Opp V. Tananbaum is the managing member of each of FCM IV, which is the general partner of FCF IV, FCM V, which is the general partner of FCF V and FCM Opp V, which is the general partner of FCF Opp V. Tananbaum may be deemed to have sole power to vote these shares. Note to row 6: See response to row 5. Note to Row 7: 27,161,892 shares, of which 16,007,999 shares are directly owned by FCF IV, 8,133,047 shares are directly owned by FCF V and 3,020,846 shares are directly owned by FCF Opp V. Tananbaum is the managing member of each of FCM IV, which is the general partner of FCF IV, FCM V, which is the general partner of FCF V and FCM Opp V, which is the general partner of FCF Opp V. Tananbaum may be deemed to have sole power to dispose of these shares. Note to row 8: See response to row 7. Note to Row 11: This percentage is calculated based upon 295,228,868 Common Stock outstanding of the Issuer as of March 6, 2025, as set forth in the Issuer's Form 10-K filed with the Securities and Exchange Commission on March 11, 2025. Lyell Immunopharma, Inc. 201 Haskins Way South San Francisco, CA, 94080 This Schedule is filed by Foresite Capital Fund IV, L.P., a Delaware limited partnership ("FCF IV"), Foresite Capital Management IV, LLC, a Delaware limited liability company ("FCM IV"), Foresite Capital Fund V, L.P., a Delaware limited partnership ("FCF V"), Foresite Capital Management V, LLC, a Delaware limited liability company ("FCM V"), Foresite Capital Opportunity Fund V, L.P., a Delaware limited partnership ("FCF Opp V"), Foresite Capital Opportunity Management V, LLC, a Delaware limited liability company ("FCM Opp V") and James Tananbaum. The foregoing entities and individuals are collectively referred to as the "Reporting Persons." c/o Foresite Capital Management 900 Larkspur Landing Circle, Suite 150 Larkspur, CA 94939 See Row 4 of cover page for each Reporting Person. Y See Row 9 of cover page for each Reporting Person. See Row 11 of cover page for each Reporting Person. See Row 5 of cover page for each Reporting Person. See Row 6 of cover page for each Reporting Person. See Row 7 of cover page for each Reporting Person. See Row 8 of cover page for each Reporting Person. Y N Under certain circumstances set forth in the limited partnership agreements of FCF IV, FCF V and FCF Opp V and the limited liability company agreements of FCM IV, FCM V and FCM Opp V, the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member. Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Agreement of Joint Filing The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of the Issuer shall be filed on behalf of each of the undersigned. Note that a copy of the applicable Agreement of Joint Filing is already on file with the appropriate agencies. Foresite Capital Fund IV, L.P. /s/ James Tananbaum 05/15/2025 Foresite Capital Management IV, LLC /s/ James Tananbaum 05/15/2025 Foresite Capital Fund V, L.P. /s/ James Tananbaum 05/15/2025 Foresite Capital Management V, LLC /s/ James Tananbaum 05/15/2025 Foresite Capital Opportunity Fund V, L.P. /s/ James Tananbaum 05/15/2025 Foresite Capital Opportunity Management V, LLC /s/ James Tananbaum 05/15/2025 James B. Tananbaum /s/ James Tananbaum 05/15/2025