BIOS Incysus Co-Invest I Form 4 IN8BIO / Aaron G.L. Fletcher 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^*

Fletcher Aaron G.L.

(Last) (First) (Middle)

C/O BIOS EQUITY PARTNERS, 1751 RIVER RUN

SUITE 400

(Street)

FORT WORTH TX 76107

(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)
08/26/2022

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	08/26/2022		P	V	1,377	A	$2.01(12)	584,784	I	See footnote(1)(2)(3)(4)(5)
Common Stock	08/29/2022		P	V	4,912	A	$2.02(12)	589,696	I	See footnote(1)(2)(3)(4)(5)
Common Stock	08/26/2022		P	V	8,531	A	$2.01(12)	3,621,100	I	See footnote(1)(2)(3)(4)(6)
Common Stock	08/29/2022		P	V	30,428	A	$2.02(12)	3,651,528	I	See footnote(1)(2)(3)(4)(6)
Common Stock	08/26/2022		P	V	1,306	A	$2.01(12)	554,416	I	See footnote(1)(2)(3)(4)(7)
Common Stock	08/29/2022		P	V	4,660	A	$2.02(12)	559,076	I	See footnote(1)(2)(3)(4)(7)
Common Stock								574,432	I	See footnote(1)(2)(3)(4)(8)
Common Stock								1,876,624	I	See footnote(1)(2)(3)(4)(9)
Common Stock								251,211	I	See footnote(1)(2)(3)(4)(10)
Common Stock								997,433	I	See footnote(1)(2)(3)(4)(11)

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

1. Name and Address of Reporting Person^*

Fletcher Aaron G.L.

(Last) (First) (Middle)

C/O BIOS EQUITY PARTNERS, 1751 RIVER RUN

SUITE 400

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BIOS Fund II NT, LP

(Last) (First) (Middle)

1401 FOCH STREET, SUITE 140

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BIOS Fund II, LP

(Last) (First) (Middle)

1401 FOCH STREET

SUITE 140

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BIOS Fund II QP, LP

(Last) (First) (Middle)

1401 FOCH STREET

SUITE 140

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BIOS Incysus Co-Invest I, LP

(Last) (First) (Middle)

1401 FOCH STREET

SUITE 140

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bios Equity Partners II, LP

(Last) (First) (Middle)

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BIOS Equity Partners III, LP

(Last) (First) (Middle)

1751 RIVER RUN

SUITE 400

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cavu Management, LP

(Last) (First) (Middle)

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cavu Advisors, LLC

(Last) (First) (Middle)

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

Explanation of Responses:

1. Bios Equity Partners II, LP ("Bios Equity II") is the general partner of the following entities: Bios Fund II, Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and BIOS Incysus Co-Invest I, LP ("BIOS Incysus"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP") and Bios Fund III NT, LP ("Bios Fund III NT"). Bios Capital Management, LP ("Bios Management") and Cavu Management, LP ("Cavu Management") are the general partners of Bios Equity II and Bios Equity III. Bios Advisors GP, LLC ("Bios Advisors") is the general partner of Bios Management. Cavu Advisors LLC ("Cavu Advisors") is the general partner of Cavu Management. Bios Management and Bios Advisors are entities managed and controlled by Aaron G.L. Fletcher. Cavu Management and Cavu Advisors are entities managed and controlled by Leslie W. Kreis, Jr.

2. Mr. Fletcher, Bios Management and Bios Advisors each share voting and investment control with respect to the shares held by Bios Fund II, Bios Fund II QP, Bios Fund II NT, BIOS Incysus, Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively, the "Bios Equity Entities"). Because of the relationship between Mr. Fletcher, Bios Management, Bios Advisors and the Bios Equity Entities, Mr. Fletcher, Bios Management and Bios Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities.

3. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

4. Mr. Kreis, Cavu Management and Cavu Advisors each share voting and investment control with respect to the shares held by the Bios Equity Entities. Because of the relationship between Mr. Kreis, Cavu Management, Cavu Advisors and the Bios Equity Entities, Mr. Kreis, Cavu Management and Cavu Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities.

5. The securities are directly held by Bios Fund III NT.

6. The securities are directly held by Bios Fund III QP.

7. The securities are directly held by Bios Fund III.

8. The securities are directly held by Bios Fund II, LP ("Bios Fund II").

9. The securities are directly held by Bios Fund II QP.

10. The securities are directly held by Bios Fund II NT.

11. The securities are directly held by BIOS Incysus.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.97 to $2.08, inclusive. The reporting persons undertake to provide to IN8BIO, Inc., any security holder of IN8BIO, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (12) to this Form 4.

Remarks:

This Form 4 is the first of two Forms 4 filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting person. The second Form 4 will be filed by Aaron G.L. Fletcher as the designated filer.

	/s/ Aaron G.L. Fletcher	08/30/2022
	Bios Equity Partners III, LP By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager	08/30/2022
	Cavu Management, LP By: Cavu Advisors, LLC, its general partner By: /s/ Leslie W. Kreis, Jr, Manager	08/30/2022
	Bios Capital Management, LP By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager	08/30/2022
	Bios Advisors GP, LLC By: /s/ Aaron Glenn Louis Fletcher, Manager	08/30/2022
	** Signature of Reporting Person	Date
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