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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Bios Equity Partners, LP (Last) (First) (Middle) 1751 RIVER RUN, SUITE 400 (Street) FORT WORTH TX 76107 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/13/2021	3. Issuer Name and Ticker or Trading Symbol IN8BIO, INC. [ INAB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) 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) Form filed by One Reporting Person X 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
Stock Option (right to buy)(1)	(2)	03/11/2029	Common Stock	12,775(1)(2)	1.0685	I	By BP Directors, LP(1)(5)(6)
Stock Option (right to buy)(3)	(4)	07/29/2031	Common Stock	10,500(3)(4)	10	I	By BP Directors, LP(3)(5)(6)

1. Name and Address of Reporting Person* Bios Equity Partners, LP (Last) (First) (Middle) 1751 RIVER RUN, SUITE 400 (Street) FORT WORTH TX 76107 (City) (State) (Zip)

1. Name and Address of Reporting Person* BP Directors, LP (Last) (First) (Middle) 1751 RIVER RUN, SUITE 400 (Street) FORT WORTH TX 76107 (City) (State) (Zip)

Explanation of Responses:

1. Consists of options to purchase 12,775 shares of common stock of the Issuer, par value $0.0001 per share, granted in consideration for Travis Whitfill's services as a director of the Issuer.

2. Twenty-five percent (25%) of the shares subject to the option vested on March 15, 2020, and the remaining shares subject to the options vested or shall vest in thirty-six (36) equal monthly installments thereafter, subject to Mr. Whitfill continuing to provide services through each such date.

3. Consists of options to purchase 10,500 shares of common stock of the Issuer, par value $0.0001 per share, granted in consideration for Mr. Whitfill's services as a director of the Issuer.

4. One twelfth (1/12th) of the shares subject to the option shall vest in equal monthly installments commencing on August 29, 2021 and will be fully vested on the date of the next annual meeting of the Issuer's stockholders, subject to Mr. Whitfill continuing to provide services through each such date.

5. Bios Equity Partners, LP ("Bios Equity I") is the general partner of BP Directors, LP ("Bios Directors").

6. Pursuant to a preexisting agreement, Mr. Whitfill is deemed to hold the reported options for the benefit of Bios Directors. Bios Directors may be deemed the direct or indirect beneficial owner of the options, and Bios Equity I may be deemed the indirect beneficial owner of the options through its indirect interest in Bios Directors. Bios Directors and Bios Equity I each disclaim beneficial ownership of any of the reported securities except to the extent of their pecuniary interest therein.

	Bios Equity Partners, LP By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general Partner By:/s/ Leslie W. Kreis, Jr., Manager	08/17/2021
	BP Directors, LP By: Bios Equity Partners, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general Partner By:/s/ Leslie W. Kreis, Jr., Manager	08/17/2021
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.