Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chudnovsky Yekaterina

(Last)

(First)

(Middle)

C/O ELICIO THERAPEUTICS, INC.

451 D STREET, 5TH FLOOR

(Street)

BOSTON

MA

02210

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Elicio Therapeutics, Inc. [ ELTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Note (convertible into Common Stock)	$5.81	08/12/2024		P		3,442,341⁽¹⁾		⁽²⁾	⁽²⁾	Common Stock	3,442,341	$5.81	3,442,341	I	Held by GKCC, LLC⁽³⁾

1. Name and Address of Reporting Person^*

Chudnovsky Yekaterina

(Last)

(First)

(Middle)

C/O ELICIO THERAPEUTICS, INC.

451 D STREET, 5TH FLOOR

(Street)

BOSTON

MA

02210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GKCC, LLC

(Last)

(First)

(Middle)

501 SILVERSIDE ROAD

SUITE 87AVA

(Street)

WILMINGTON

DE

19809

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On August 12, 2024, GKCC, LLC (the "Purchaser") purchased from the Issuer a convertible note with an aggregate principal amount of $20,000,000 (the "Convertible Note"). The Convertible Note is convertible into shares of common stock of the Issuer at a conversion price of $5.81 per share, subject to adjustment in certain circumstances. Therefore, the Convertible Note is initially convertible into approximately 3,442,341 shares of common stock of the Issuer.

2. The Convertible Note will mature on February 15, 2026, unless earlier converted in accordance with the terms of the Convertible Note. Interest on the Convertible Note is payable in cash and will accrue and be payable quarterly on the principal amount equal to 3% per annum.

3. Yekaterina (Katie) Chudnovsky is the sole member and manager of the Purchaser and may be deemed to beneficially own the shares held by the Purchaser.

	/s/ Yekaterina Chudnovsky	08/14/2024
	/s/ Yekaterina Chudnovsky, Manager GKCC, LLC	08/14/2024
	** 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 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).
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