SCHEDULE 13G/A: Boxer Capital Entities Report Reduced Stake in Instil Bio, Fall Below 5% Ownership Threshold
Beneficial Ownership Report
Boxer Capital Management LLC and Aaron I. Davis, along with affiliated entities, have reported ceasing to beneficially own more than 5% of Instil Bio, Inc.'s common stock, now holding 1.2% of the outstanding shares.
Summary
- This document is Amendment No. 2 to a Schedule 13G filing concerning the beneficial ownership of Instil Bio, Inc.'s Common Stock.
- Boxer Capital Management LLC (BCM) and Aaron I. Davis, along with other reporting persons, have ceased to beneficially own more than 5% of Instil Bio, Inc.'s outstanding Common Stock.
- As of May 9, 2025, the aggregate beneficial ownership by all Reporting Persons is 80,125 shares of Instil Bio, Inc. Common Stock.
- This ownership represents 1.2% of Instil Bio, Inc.'s total outstanding shares, which were reported as 6,559,927 on May 9, 2025, in the Issuer's Form 10-Q.
- BCM and Mr. Davis hold shared voting and dispositive power over these 80,125 shares.
- The change in reporting structure follows an Investment Management Agreement (IMA) dated October 10, 2024, where Boxer Capital, LLC delegated exclusive voting and investment power over its portfolio to BCM.
- The Reporting Persons certify that the securities were not acquired or held for the purpose of changing or influencing the control of Instil Bio, Inc.
Sentiment
Score: 5
Explanation: Neutral. This is a factual reporting of a change in beneficial ownership, not an announcement of company performance or strategic initiatives. The reduction below the 5% threshold is a standard reporting event.
Future Outlook
NA
Industry Context
NA
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Investment Manager for Boxer Capital, LLC's investment portfolio | Boxer Capital, LLC | Boxer Capital Management LLC (BCM) | 2024-10-10 | Delegation of exclusive voting and investment power via an Investment Management Agreement (IMA). |
Stakeholder Impact
- Shareholders: The reduction in beneficial ownership by a notable investment group below the 5% threshold may be viewed by the market as a decrease in institutional interest or support, potentially influencing investor sentiment.
Key Dates
| Date | Description |
|---|---|
| 2024-09-27 | Original Schedule 13G filing date by Boxer Capital, LLC, Boxer Asset Management Inc., Joe Lewis, Aaron I. Davis, and MVA Investors, LLC. |
| 2024-10-10 | Amendment No. 1 filing date and the date Boxer Capital, LLC entered into an Investment Management Agreement (IMA) with Boxer Capital Management LLC (BCM), delegating exclusive voting and investment power. |
| 2025-05-09 | Date of event which requires filing of this statement; also the date 6,559,927 shares of Common Stock were reported outstanding in Instil Bio, Inc.'s Form 10-Q. |
| 2025-05-13 | Date Instil Bio, Inc. filed its Form 10-Q with the Securities and Exchange Commission. |
| 2025-05-15 | Signature date of this Amendment No. 2 to Schedule 13G. |
Keywords
Instil Bio Inc., Boxer Capital Management LLC, Aaron I. Davis, Schedule 13G, Beneficial Ownership, Common Stock, SEC Filing, Investment Management Agreement, Shareholding Change
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