Lyell Immunopharma (LYEL) Form 3 Lyell Immunopharma / ROBERT NELSEN 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^*

NELSEN ROBERT

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO IL 60631

(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	X	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)

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	(1)	(1)	Common Stock	17,771,216	1.8288	I	ARCH Venture Fund IX, L.P.(2)(3)(4)
Series A Convertible Preferred Stock	(1)	(1)	Common Stock	17,771,216	1.8288	I	ARCH Venture Fund IX Overage, L.P.(3)(4)(5)
Series C Convertible Preferred Stock	(6)	(6)	Common Stock	435,142	11.4905	I	ARCH Venture Fund IX, L.P.(2)(3)(4)
Series C Convertible Preferred Stock	(6)	(6)	Common Stock	435,142	11.4905	I	ARCH Venture Fund IX Overage, L.P.(3)(4)(5)

Explanation of Responses:

1. The Series A Convertible Preferred Stock is convertible at any time, at the holder'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.

2. These shares are directly held by ARCH Venture Fund IX, L.P. (ARCH IX). ARCH Venture Partners IX, L.P. (AVP IX LP) is the sole general partner of ARCH IX.

3. ARCH Venture Partners IX, LLC (AVP IX LLC) is the sole general partner of each of AVP IX LP and AVP IX Overage LP. The Reporting Person is a managing director of AVP IX LLC ("AVP IX MD"). AVP IX LP and AVP IX Overage LP may be deemed to beneficially own the shares held by ARCH IX and ARCH IX Overage, respectively, AVP IX LLC may be deemed to beneficially own the shares held by ARCH IX and ARCH IX Overage, and the AVP IX MD may be deemed to share the power to direct the disposition and vote of the shares held by ARCH IX and ARCH IX Overage. AVP IX LP, AVP IX Overage LP and AVP IX LLC each disclaim beneficial ownership except to the extent of any pecuniary interest therein.

4. The Reporting Person is an AVP IX MD and may be deemed to beneficially own the shares held by ARCH IX and ARCH IX Overage. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.

5. These shares are directly held by ARCH Venture Fund IX Overage, L.P. (ARCH IX Overage). ARCH Venture Partners IX Overage, L.P. (AVP IX Overage LP) is the sole general partner of ARCH IX Overage.

6. The Series C Convertible Preferred Stock is convertible at any time, at the holder'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.

Remarks:

	/s/ Heather Turner, Attorney-in-Fact for Robert Nelsen	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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