Cathy Friedman Form 4 Lyell Immunopharma / CATHY FRIEDMAN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FRIEDMAN CATHY

(Last) (First) (Middle)

C/O LYELL IMMUNOPHARMA, INC.

201 HASKINS WAY

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/14/2021		J		3,765,842	D	$0.00	0	I	Lyell Investors, LLC(1)
Common Stock	12/14/2021		J		218,722	A	$0.00	236,370	I	MSL FBO J DUANE & C FRIEDMAN TTEE DUANE FAMILY TRUST(2)
Common Stock								100,000	I	The Duane Irrevocable Trust 2020(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pro-rata distribution by Lyell Investors, LLC to its members.

2. Received in a pro-rata distribution from Lyell Investors, LLC. The Reporting Person is a trustee of MSL FBO J DUANE & C FRIEDMAN TTEE DUANE FAMILY TRUST ("Duane Family Trust") and therefore may be deemed to share the power to direct the disposition and vote of the shares held by the Duane Family Trust. The Reporting Person disclaims beneficial ownership of all shares held by Duane Family Trust except to any pecuniary interest therein.

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

Remarks:

	/s/ Heather Turner, as Attorney-in-Fact	12/14/2021
	** 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 4 (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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