IO Biotech (IOBT) Form 3 IO Biotech / Keith A. Vendola 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^*

Vendola Keith A.

(Last) (First) (Middle)

C/O IO BIOTECH, INC.

OLE MAALOES VEH 3

(Street)

COPENHAGEN G7 2200

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/04/2021

3. Issuer Name and Ticker or Trading Symbol
IO Biotech, Inc. [ IOBT ]

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
Warrants (Right to Buy)	(1)	(2)	Common Stock	87,065	12.64	D
Warrants (Right to Buy)	(1)	(2)	Common Stock	134,324	12.64	D

Explanation of Responses:

1. These Warrants vest 25% on the one-year anniversary of the October 15, 2021 vesting commencement date, and then in 1/48 monthly increments thereafter, subject to the reporting person's continued service through the applicable vesting date, and subject to 50% acceleration upon a change of control and subject to 100% acceleration upon termination of service by the Issuer without cause or by the reporting person within 24 months of a change of control.

2. Warrants expire in annual increments on the fifth anniversary of the vesting date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Brian Burkavage, Attorney-in-Fact for Keith Vendola	11/04/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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