Emily Fairbairn Form 4 IN8BIO / EMILY FAIRBAIRN 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^*

FAIRBAIRN EMILY

(Last) (First) (Middle)

10 ORINDA VIEW ROAD

(Street)

ORINDA CA 94563

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IN8BIO, INC. [ INAB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	08/03/2021		C		83,124	A	(1)	91,336	I	See footnote(2)
Common Stock	08/03/2021		C		27,706	A	(1)	27,706	I	See footnote(3)
Common Stock	08/03/2021		C		3,222,485	A	(1)	3,222,485	I	See footnote(4)
Common Stock	08/03/2021		P		100,000	A	$10	3,322,485	I	See footnote(4)

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
Series A Preferred Stock	(1)	08/03/2021		C			75,588	(1)	(1)	Common Stock	83,124	$0.00	0	I	See footnote(2)
Series A Preferred Stock	(1)	08/03/2021		C			25,195	(1)	(1)	Common Stock	27,706	$0.00	0	I	See footnote(3)
Series A Preferred Stock	(1)	08/03/2021		C			2,930,332	(1)	(1)	Common Stock	3,222,485	$0.00	0	I	See footnote(4)

1. Name and Address of Reporting Person^*

FAIRBAIRN EMILY

(Last) (First) (Middle)

10 ORINDA VIEW ROAD

(Street)

ORINDA CA 94563

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Transcend Partners Opportunity Fund LLC

(Last) (First) (Middle)

10 ORINDA VIEW ROAD

(Street)

ORINDA CA 94563

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Series A Preferred Stock was convertible at any time at the option of the holder, without payment of additional consideration, into Common Stock, on a 1.0997 for 1 basis, had no expiration date and automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering.

2. The securities are held by Valley High Limited Partnership ("Valley High"). Emily Fairbairn is the sole managing partner of Valley High and has voting and investment power over the shares held by Valley High.

3. The securities are held by Emily T. Fairbairn Roth IRA ("Roth IRA"). Emily Fairbairn exercises control over the Roth IRA, and as such, has voting and investment power over the shares held by the Roth IRA.

4. The securities are held by Transcend Partners Opportunity Fund LLC ("Transcend"). Emily Fairbairn is the sole managing member of Transcend and has voting and investment power over the shares held by Transcend.

Remarks:

	/s/ Jason Minio, Attorney-in-Fact	08/03/2021
	/s/ Jason Minio, Attorney-in-Fact	08/03/2021
	** 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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