Cathy Friedman Form 3 Lyell Immunopharma / CATHY FRIEDMAN ownership change

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^*

FRIEDMAN CATHY

(Last) (First) (Middle)

C/O LYELL IMMUNOPHARMA, INC.

400 EAST JAMIE COURT, SUITE 301

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2021

3. Issuer Name and Ticker or Trading Symbol
Lyell Immunopharma, Inc. [ LYEL ]

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

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

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)
Common Stock	100,000(1)	I(2)	The Duane Irrevocable Trust 2020

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
Series A Convertible Preferred Stock	(3)	(3)	Common Stock	3,765,842	1.8288	I	Lyell Investors, LLC(4)
Option (right to buy)	(5)	05/18/2030	Common Stock	400,000	5.81	D
Option (right to buy)	(6)	12/16/2030	Common Stock	250,000	5.96	D

Explanation of Responses:

1. 1/4 of the shares vested on August 1, 2019, with the remaining shares to vest in equal monthly installments over the following thirty-six months.

2. The Reporting Person is a trustee of The Duane Irrevocable Trust 2020 ("Duane Trust") and therefore may be deemed to share the power to direct the disposition and vote of the shares held by the Duane Trust. The Reporting Person disclaims beneficial ownership of all shares held by Duane Trust except to any pecuniary interest therein.

3. The Series A Convertible Preferred Stock is convertible at any time, at the Reporting Person's election, has no expiration date, and will automatically convert to shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering on a 1-for-1 basis.

4. The Reporting Person is a member of Lyell Investors, LLC and therefore may be deemed to share the power to direct the disposition and vote of the shares held by Lyell Investors, LLC. The Reporting Person disclaims beneficial ownership of all shares held by Lyell Investors, LLC except to any pecuniary interest therein.

5. The shares vest in equal monthly installments over the thirty-six months following August 8, 2018. The option provides for an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase.

6. The shares vest in equal monthly installments over the thirty-six months following January 1, 2021. The option provides for an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase

Remarks:

	/s/ Heather D. Turner, as Attorney-in-fact	06/16/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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