FORM 4
☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FRIEDMAN CATHY		 2. Issuer Name and Ticker or Trading Symbol

Lyell Immunopharma, Inc. [ LYEL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O LYELL IMMUNOPHARMA, INC., 201 HASKINS WAY		 3. Date of Earliest Transaction (MM/DD/YYYY)

6/16/2023
(Street)

SOUTH SAN FRANCISCO, CA 94080		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock         236370 I MSL FBO J DUANE & C FRIEDMAN TTEE DUANE FAMILY TRUST (1)
Common Stock         100000 I The Duane Irrevocable Trust 2020 (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Option (right to buy) $3.19 6/16/2023  A   65000     (3)6/15/2033 Common Stock 65000 $0.00 65000 D  
Explanation of Responses:
(1) Received in a pro-rata distribution from Lyell Investors, LLC. The Reporting Person is a trustee of MSL FBO J DUANE & C FRIEDMAN TTEE DUANE FAMILY TRUST ("Duane Family Trust") and therefore may be deemed to share the power to direct the disposition and vote of the shares held by the Duane Family Trust. The Reporting Person disclaims beneficial ownership of all shares held by Duane Family Trust except to any pecuniary interest therein.
(2) The Reporting Person is a trustee of The Duane Irrevocable Trust 2020 ("Duane Irrevocable Trust") and therefore may be deemed to share the power to direct the disposition and vote of the shares held by the Duane Irrevocable Trust. The Reporting Person disclaims beneficial ownership of all shares held by Duane Irrevocable Trust except to any pecuniary interest therein.
(3) The option shares shall vest on the earlier of (a) the date of the next annual meeting of the stockholders that occurs following June 16, 2023 (or the date immediately prior to such date if the Reporting Person's service as a director ends at such annual meeting due to the Reporting Person's failure to be reelected or the Reporting Person not standing for re-election); or (b) the first anniversary of June 16, 2023, subject to the Reporting Person providing continuous service through such date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
FRIEDMAN CATHY
C/O LYELL IMMUNOPHARMA, INC.
201 HASKINS WAY
SOUTH SAN FRANCISCO, CA 94080		X
Signatures
/s/ Charles Newton, as Attorney-in-Fact6/20/2023
**Signature of Reporting PersonDate
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 4(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 control number.
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