Statement of Changes in Beneficial Ownership (4)
August 01 2022 - 4:16PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
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Invus US Partners LLC |
2. Issuer Name and Ticker or Trading Symbol
LEXICON PHARMACEUTICALS, INC.
[
LXRX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O THE INVUS GROUP, LLC, 750 LEXINGTON AVENUE 30TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/1/2022 |
(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 8/1/2022 | | P(1) | | 982600 | A | $2.50 | 5303814 | I | See Footnotes (2)(4)(5) |
Common Stock | | | | | | | | 331545 | D (3)(4)(5) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | On July 27, 2022, Invus US Partners LLC entered into a purchase agreement with the Issuer pursuant to which Invus US Partners LLC agreed to purchase 982,600 shares of common stock, $0.001 par value per share (the "Issuer Common Stock") of the Issuer at a price of $2.50 per share. The purchase closed on August 1, 2022. |
(2) | These securities are directly held by Invus US Partners LLC |
(3) | These securities are directly held by Mr. Raymond Debbane. |
(4) | Ulys, L.L.C. is the general partner of Invus US Partners LLC, and Mr. Raymond Debbane is the sole member of Ulys, L.L.C. |
(5) | Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose. |
Remarks: Artal International S.C.A. directly holds 48,433,261 shares of Issuer Common Stock; Invus, L.P. directly holds 35,402,689 shares of Issuer Common Stock; and Invus Public Equities, L.P. directly holds 3,516,214 shares of Issuer Common Stock, which securities are being reported on a separately filed Form 4. For purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors by deputization of the Issuer by virtue of Invus, L.P.'s right to designate certain members of the Issuer's board of directors pursuant to a stockholders' agreement between the Issuer and Invus, L.P. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Invus US Partners LLC C/O THE INVUS GROUP, LLC 750 LEXINGTON AVENUE 30TH FLOOR NEW YORK, NY 10022 | X | X |
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Ulys, L.L.C. 750 LEXINGTON AVENUE, 30TH FLOOR NEW YORK, NY 10022 | X | X |
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DEBBANE RAYMOND C/O ULYS, L.L.C. 750 LEXINGTON AVENUE, 30TH FLOOR NEW YORK, NY 10022 | X | X |
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Signatures
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Invus US Partners LLC, By: /s/ Philip Bafundo , Name: Philip Bafundo, Title: Authorized Person | | 8/1/2022 |
**Signature of Reporting Person | Date |
ULYS, L.L.C., By: /s/ Raymond Debbane, Name: Raymond Debbane, Title: President | | 8/1/2022 |
**Signature of Reporting Person | Date |
RAYMOND DEBBANE, /s/ Raymond Debbane | | 8/1/2022 |
**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). |
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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