Lyell Immunopharma (LYEL) Form 3 Lyell Immunopharma / Charles W. Newton 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^*

Newton Charles W.

(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)

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

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
Option (right to buy)	(1)	02/04/2031	Common Stock	3,612,000	6.24	D
Option (right to buy)	(1)	02/04/2031	Common Stock	190,000	6.24	D
Option (right to buy)	(2)	02/04/2031	Common Stock	516,000	6.24	D

Explanation of Responses:

1. 1/4 of the option shares shall vest on February 5, 2022, with the remaining option shares to vest in equal monthly installments over the following thirty-six months.

2. The shares subject to the Option will commence vesting upon the consummation of the Issuer's first underwritten public offering of its Common Stock under the Securities Act of 1933, as amended (the "Vesting Start Date"), and: (a) prior to the Vesting Start Date, none of the shares will be vested; (b) one forty-eighth (1/48th) of the shares subject to the option will vest on the one (1) month anniversary of the Vesting Start Date; and (c) thereafter, the option will become vested and exercisable with respect to an additional 1/48th of the shares thereafter on the same day of the month of the Vesting Start Date.

Remarks:

	/s/ Heather 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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