Form 4 for LXRX LEXICON PHARMACEUTICALS, INC.

Accepted 2024-05-14 00:00:00 ET · period of report 2024-05-10 · accession 0000950170-24-059789 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DI	2024-05-14	2024-05-10	LXRX	Artal Group S.A.	Dir, 10%	M - OptEx	—	+57.55M	136.18M	+73%	—
DI	2024-05-14	2024-05-10	LXRX	Artal Group S.A.	Dir, 10%	M - OptEx	$0.00	-1.15M	0	-100%	$0
DI	2024-05-14	2024-05-10	LXRX	Artal Group S.A.	Dir, 10%	A - Grant	$108.50	+1.15M	1.15M	New	+$124.88M

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2024-05-10	M	A	57,546,100	—	136,180,481	I See Footnotes	—	—	(F1) On March 13, 2024, Artal International S.C.A. acquired 1,150,922 shares of Series A convertible preferred stock, $0.01 par value per share (the "Preferred Stock") of the Issuer at a price of $108.50 per share. Each share of Preferred Stock would automatically convert into 50 shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock") upon receipt of shareholder approval and the satisfaction of certain other conditions (the "Conditions"); however, absent the satisfaction of such conditions, the shares were not convertible and as such, the Preferred Stock was originally reported on Table I. On May 10, 2024, all Conditions were met, and the 1,150,922 shares of Preferred Stock became derivative securities and automatically converted into 57,546,100 shares of Issuer Common Stock. (F2) These securities are directly held by Artal International S.C.A. (F5) Invus Public Equities Advisors, LLC is the general partner of Invus Public Equities, L.P., and Invus Advisors, L.L.C. is the general partner of Invus, L.P. The Geneva branch of Artal International S.C.A. is the managing member of Invus Public Equities Advisors, LLC. Artal International S.C.A. is the managing member of Invus Advisors, L.L.C. The managing partner of Artal International S.C.A. is Artal International Management S.A. The sole stockholder of Artal International Management S.A. is Artal Group S.A. The parent company of Artal Group S.A. is Westend S.A. The majority stockholder of Westend S.A. is Stichting Administratiekantoor Westend (the "Stichting"). Mr. Amaury Wittouck is the sole member of the board of the Stichting. (F6) 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.
2	Derivative	Series A Convertible Preferred Stock	2024-05-10	M	D	1,150,922	$0.00	0	I See Footnotes	— · — to —	57,546,100 Common Stock	(F2) These securities are directly held by Artal International S.C.A. (F5) Invus Public Equities Advisors, LLC is the general partner of Invus Public Equities, L.P., and Invus Advisors, L.L.C. is the general partner of Invus, L.P. The Geneva branch of Artal International S.C.A. is the managing member of Invus Public Equities Advisors, LLC. Artal International S.C.A. is the managing member of Invus Advisors, L.L.C. The managing partner of Artal International S.C.A. is Artal International Management S.A. The sole stockholder of Artal International Management S.A. is Artal Group S.A. The parent company of Artal Group S.A. is Westend S.A. The majority stockholder of Westend S.A. is Stichting Administratiekantoor Westend (the "Stichting"). Mr. Amaury Wittouck is the sole member of the board of the Stichting. (F6) 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. (F1) On March 13, 2024, Artal International S.C.A. acquired 1,150,922 shares of Series A convertible preferred stock, $0.01 par value per share (the "Preferred Stock") of the Issuer at a price of $108.50 per share. Each share of Preferred Stock would automatically convert into 50 shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock") upon receipt of shareholder approval and the satisfaction of certain other conditions (the "Conditions"); however, absent the satisfaction of such conditions, the shares were not convertible and as such, the Preferred Stock was originally reported on Table I. On May 10, 2024, all Conditions were met, and the 1,150,922 shares of Preferred Stock became derivative securities and automatically converted into 57,546,100 shares of Issuer Common Stock.
3	Derivative	Series A Convertible Preferred Stock	2024-05-10	A	A	1,150,922	$108.50	1,150,922	I See Footnotes	— · — to —	57,546,100 Common Stock	(F1) On March 13, 2024, Artal International S.C.A. acquired 1,150,922 shares of Series A convertible preferred stock, $0.01 par value per share (the "Preferred Stock") of the Issuer at a price of $108.50 per share. Each share of Preferred Stock would automatically convert into 50 shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock") upon receipt of shareholder approval and the satisfaction of certain other conditions (the "Conditions"); however, absent the satisfaction of such conditions, the shares were not convertible and as such, the Preferred Stock was originally reported on Table I. On May 10, 2024, all Conditions were met, and the 1,150,922 shares of Preferred Stock became derivative securities and automatically converted into 57,546,100 shares of Issuer Common Stock. (F2) These securities are directly held by Artal International S.C.A. (F5) Invus Public Equities Advisors, LLC is the general partner of Invus Public Equities, L.P., and Invus Advisors, L.L.C. is the general partner of Invus, L.P. The Geneva branch of Artal International S.C.A. is the managing member of Invus Public Equities Advisors, LLC. Artal International S.C.A. is the managing member of Invus Advisors, L.L.C. The managing partner of Artal International S.C.A. is Artal International Management S.A. The sole stockholder of Artal International Management S.A. is Artal Group S.A. The parent company of Artal Group S.A. is Westend S.A. The majority stockholder of Westend S.A. is Stichting Administratiekantoor Westend (the "Stichting"). Mr. Amaury Wittouck is the sole member of the board of the Stichting. (F6) 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.