Sec Form 13G Filing - Rock Springs Capital Management LP filing for Xilio Therapeutics Inc. (XLO) - 2024-02-14

 

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CUSIP No.  98422T100

SCHEDULE 13G

Page 3 of 8 Pages

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	x	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	x	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	¨	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
	(k)	¨	A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

As of the date of this filing, the Reporting Persons may be deemed to be the beneficial owners of 1,440,759 Shares, which amount includes 1,270,000 Shares directly beneficially owned by the Master Fund, and 170,759 Shares directly beneficially owned by Four Pines. The percent of class is determined by dividing the number of Shares beneficially owned by the Reporting Persons by 27,542,000 as reported on the Issuer’s Form 10-Q filed on November 9, 2023.

(a) Amount beneficially owned:

Rock Springs Capital Management LP: 1,440,759

Rock Springs Capital LLC: 1,440,759

 

(b) Percent of class:

Rock Springs Capital Management LP: 5.23%

Rock Springs Capital LLC: 5.23%

 

(c) Number of shares as to which the person has:

 

(i) Sole power to vote or to direct the vote:

Rock Springs Capital Management LP: 0

Rock Springs Capital LLC: 0

 

(ii) Shared power to vote or to direct the vote:

Rock Springs Capital Management LP: 1,440,759

Rock Springs Capital LLC: 1,440,759

 

(iii) Sole power to dispose or to direct the disposition of:

Rock Springs Capital Management LP: 0

Rock Springs Capital LLC: 0

 

(iv) Shared power to dispose or to direct the disposition of:

Rock Springs Capital Management LP: 1,440,759

Rock Springs Capital LLC: 1,440,759

 

Item 5. Ownership of Five Percent or Less of a Clas s

 

Not applicable.

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

 

See disclosure in Items 2 and 4 hereof. Certain funds listed in Item 2(a) are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.

 

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Please see response to Item 2.

Item 8. Identification and Classification of Members of the Group

 

Not Applicable.

Item 9. Notice of Dissolution of Group

 

Not Applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than the activities solely in connection with a nomination under §240.14a-11.

	Rock Springs Capital Management LP By: Rock Springs Capital LLC, General Partner
	By:	Graham McPhail
		Name:	Graham McPhail
		Title:	Member

 

	Rock Springs Capital LLC
	By:	Graham McPhail
		Name:	Graham McPhail
		Title:	Member

 

	Rock Springs Capital Management LP By: Rock Springs Capital LLC, General Partner
	By:	Graham McPhail
		Name:	Graham McPhail
		Title:	Member

 

	Rock Springs Capital LLC
	By:	Graham McPhail
		Name:	Graham McPhail
		Title:	Member