Lyell Immunopharma (LYEL) Form 3 Lyell Immunopharma / Richard Klausner 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^*

Klausner Richard

(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
X	Officer (give title below)	Other (specify below)
Executive Chairman

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	2,967,834(1)	D

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
Option (right to buy)	(2)	11/05/2028	Common Stock	2,713,756	0.1	D
Option (right to buy)	(3)	01/15/2030	Common Stock	650,000	3.65	D
Option (right to buy)	(4)	08/30/2029	Common Stock	4,675,392	3.65	D
Series A Convertible Preferred Stock	(5)	(5)	Common Stock	3,765,842	1.8288	I	Lyell Investors, LLC(6)

Explanation of Responses:

1. 1/4 of the shares vested on August 1, 2019, with the remaining shares to vest in equal monthly installments (145,833) over the following thirty-six months.

2. 1/4 of the option shares vested on September 20, 2019, with the remaining option shares to vest in equal monthly installments over the following thirty-six months. The option provides for an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase.

3. The shares vest in equal monthly installments over the forty-eight months following February 1, 2020.

4. The shares vest in equal monthly installments over the forty-eight months following July 9, 2019. The option provides for an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase.

5. 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.

6. The shares of Series A Convertible Preferred Stock are held by Lyell Investors, LLC. The Reporting Person is a manager of Lyell Investors, LLC (Lyell Investors) and may be deemed to share the power to direct the disposition and vote of the shares held by Lyell Investors. The Reporting Person disclaims beneficial ownership of all shares held by Lyell Investors except to any pecuniary interest therein.

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).
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