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* Luptakova Katarina (Last) (First) (Middle) 828 WINTER STREET, SUITE 300 (Street) WALTHAM MA 02451 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/05/2023	3. Issuer Name and Ticker or Trading Symbol Xilio Therapeutics, Inc. [ XLO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Medical Officer	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)	12/06/2031	Common Stock	44,210	$9.69	D
Stock Option (right to buy)	(2)	10/31/2032	Common Stock	15,000	$2.37	D
Stock Option (right to buy)	(3)	12/31/2032	Common Stock	35,000	$2.69	D
Stock Option (right to buy)	(4)	08/15/2033	Common Stock	25,000	$2.785	D

Explanation of Responses:

1. The option was granted on December 7, 2021 for 44,210 shares. On December 2, 2022, 25% of the shares underlying the option vested and the remainder continues to vest in equal monthly installments thereafter through December 2, 2025.

2. The option was granted on November 1, 2022 for 15,000 shares. The shares underlying the option began vesting on December 1, 2022 and shall vest in equal monthly installments thereafter through November 1, 2026.

3. The option was granted on January 1, 2023 for 35,000 shares. The shares underlying the option began vesting on February 1, 2023 and shall vest in equal monthly installments thereafter through January 1, 2027.

4. The option was granted on August 16, 2023 for 25,0000 shares and shall vest with respect to 1/3 of the shares underlying the option on August 16, 2024 and with respect to the remaining 2/3 of the shares underlying the option on August 16, 2025.

Remarks:

Exhibit Index: 24.1 Power of Attorney

	/s/ Julia Walcott, Attorney-in-Fact	09/07/2023
	** 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).
** 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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