<SEC-DOCUMENT>0000318989-21-000077.txt : 20211021
<SEC-HEADER>0000318989-21-000077.hdr.sgml : 20211021
<ACCEPTANCE-DATETIME>20211021210005
ACCESSION NUMBER:		0000318989-21-000077
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20211021
FILED AS OF DATE:		20211021
DATE AS OF CHANGE:		20211021

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			FIL Ltd
		CENTRAL INDEX KEY:			0000318989
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-40925
		FILM NUMBER:		211338481

	BUSINESS ADDRESS:	
		STREET 1:		P.O. BOX H.M. 670
		CITY:			HAMILTON
		STATE:			D0
		ZIP:			00000
		BUSINESS PHONE:		617-563-7000

	MAIL ADDRESS:	
		STREET 1:		P.O. BOX H.M. 670
		CITY:			HAMILTON
		STATE:			D0
		ZIP:			00000

	FORMER NAME:	
		FORMER CONFORMED NAME:	FIL LTD
		DATE OF NAME CHANGE:	20080213

	FORMER NAME:	
		FORMER CONFORMED NAME:	FIDELITY INTERNATIONAL LTD
		DATE OF NAME CHANGE:	19920929

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Xilio Therapeutics, Inc.
		CENTRAL INDEX KEY:			0001840233
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		IRS NUMBER:				851623397
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		828 WINTER STREET
		CITY:			WALTHAM
		STATE:			MA
		ZIP:			02451
		BUSINESS PHONE:		617-833-1027

	MAIL ADDRESS:	
		STREET 1:		828 WINTER STREET
		CITY:			WALTHAM
		STATE:			MA
		ZIP:			02451
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>primary_doc.xml
<DESCRIPTION>PRIMARY DOCUMENT
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2021-10-21</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001840233</issuerCik>
        <issuerName>Xilio Therapeutics, Inc.</issuerName>
        <issuerTradingSymbol>XLO</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0000318989</rptOwnerCik>
            <rptOwnerName>FIL Ltd</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>P.O. BOX H.M. 670</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>HAMILTON</rptOwnerCity>
            <rptOwnerState>D0</rptOwnerState>
            <rptOwnerZipCode>00000</rptOwnerZipCode>
            <rptOwnerStateDescription>BERMUDA</rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>1</isOther>
            <otherText>See Remark 1</otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Series B Preferred Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F1"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F1"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>218705</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>Eight Roads Investments</value>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">The Series B Preferred Stock are convertible on a 1-for-9.5 basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering without payment or further consideration, and have no expiration date.</footnote>
    </footnotes>

    <remarks>Remark 1: Each of Eight Roads Shareholdings Limited (&quot;ERSL&quot;) and Pandanus Partners, L.P. (&quot;Pandanus&quot;) owns shares of Eight Roads Holdings Limited (&quot;ERHL&quot;) voting stock. ERHL is the immediate parent company of Eight Roads Investments (&quot;ERI&quot;), which owns the shares being reported on with this Form. While the percentage of total voting power represented by ERSL's and Pandanus' shares of ERHL voting stock may fluctuate as a result of changes in the total number of shares of ERHL voting stock outstanding from time to time, ERSL's holding normally represents more than 50% and Pandanus' holding normally represents more than 25% and less than 50% of, in each case, the total votes which may be cast by all holders of ERHL voting stock. The shares in ERSL are owned primarily by officers and senior employees of FIL Limited and Eight Roads together with several charitable organizations. No such person or organization owns or controls more than 25% of the voting stock in ERSL. Pandanus Associates, Inc. (&quot;PAI&quot;) acts as general partner of Pandanus. Pandanus is owned by trusts for the benefit of members of the Johnson family, including ERHL's Chairman Abigail P. Johnson, but disclaims that any such member is a beneficial owner of the securities reported on this form. The address of ERSL, ERHL and ERI is 42 Crow Lane, Hamilton HM19, Bermuda. The address of Pandanus is c/o FIL Limited, 42 Crow Lane, Hamilton HM19, Bermuda. The address of PAI is 11 Keewaydin Drive, Suite 100, Salem, NH, USA, 03079.
Remark 2: The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the undersigned are the beneficial owners of any securities reported herein.</remarks>

    <ownerSignature>
        <signatureName>Kevin M. Meagher, Duly authorized under Powers of Attorney, by and on behalf of Eight Roads Shareholdings Limited and its direct and indirect subsidiaries, Eight Roads Holdings Limited and Eight Roads Investments</signatureName>
        <signatureDate>2021-10-21</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>poa.txt
<DESCRIPTION>POA
<TEXT>
Exhibit 24

POWER OF ATTORNEY

	Effective as of the date hereof, the undersigned does hereby appoint
Kevin M. Meagher, with full power of substitution, as the true and lawful
attorney of the undersigned, with full power and authority to execute such
documents and to make such regulatory or other filings and amendments
thereto as shall from time to time be required pursuant to the Securities
Exchange Act of 1934, as amended, any rules or regulations adopted
thereunder, and such other U.S. and non-U.S. laws, rules or regulations
as shall from time to time be applicable in respect of the beneficial
ownership of securities directly or indirectly attributable to the
undersigned, and generally to do all such things in the name and on behalf
of the undersigned in connection therewith as said attorney-in-fact deems
necessary or appropriate to cause such filings to be completed and filed.

	This Power of Attorney shall remain in full force and effect only
for such time as Kevin M.Meagher shall continue to be an officer of
Fidelity Management & Research Company LLC,provided that, notwithstanding
the foregoing, this Power of Attorney may be revoked at any time by the
undersigned in writing.


	This Power of Attorney has been executed as of the 11th day of
October, 2021.


					Eight Roads Investments

  					By /s/ Driaan Viljoen
  					Driaan Viljoen
  					Director


POWER OF ATTORNEY

Effective as of the date hereof, the undersigned does hereby appoint
Kevin M. Meagher, with full power of substitution, as the true and lawful
attorney of the undersigned, with full power and authority to execute such
documents and to make such regulatory or other filings and amendments
thereto as shall from time to time be required pursuant to the Securities
Exchange Act of 1934, as amended, any rules or regulations adopted
thereunder, and such other U.S. and non-U.S. laws, rules or regulations
as shall from time to time be applicable in respect of the beneficial
ownership of securities directly or indirectly attributable to the
undersigned, and generally to do all such things in the name and on behalf
of the undersigned in connection therewith as said attorney-in-fact deems
necessary or appropriate to cause such filings to be completed and filed.

	This Power of Attorney shall remain in full force and effect only
for such time as Kevin M.Meagher shall continue to be an officer of
Fidelity Management & Research Company LLC,provided that, notwithstanding
the foregoing, this Power of Attorney may be revoked at any time by the
undersigned in writing.


	This Power of Attorney has been executed as of the 11th day of
October, 2021.


					Eight Roads Holdings Limited

  					By /s/ Allan Pelvang
  					Allan Pelvang
  					Alternate Director


POWER OF ATTORNEY

Effective as of the date hereof, the undersigned does hereby appoint
Kevin M. Meagher, with full power of substitution, as the true and lawful
attorney of the undersigned, with full power and authority to execute such
documents and to make such regulatory or other filings and amendments
thereto as shall from time to time be required pursuant to the Securities
Exchange Act of 1934, as amended, any rules or regulations adopted
thereunder, and such other U.S. and non-U.S. laws, rules or regulations
as shall from time to time be applicable in respect of the beneficial
ownership of securities directly or indirectly attributable to the
undersigned, and generally to do all such things in the name and on behalf
of the undersigned in connection therewith as said attorney-in-fact deems
necessary or appropriate to cause such filings to be completed and filed.

	This Power of Attorney shall remain in full force and effect only
for such time as Kevin M.Meagher shall continue to be an officer of
Fidelity Management & Research Company LLC,provided that, notwithstanding
the foregoing, this Power of Attorney may be revoked at any time by the
undersigned in writing.


	This Power of Attorney has been executed as of the 11th day of
October, 2021.


					Eight Roads Shareholdings Limited

  					By /s/ Allan Pelvang
  					Allan Pelvang
  					Director
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
