Sec Form 13D Filing - Invus L.P. @ LEXICON PHARMACEUTICALS INC.

Sec Form 13D Filing - Invus L.P. filing for LEXICON PHARMACEUTICALS INC. (LXRX) - 2022-08-09

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 19)*

Lexicon Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

528872302

(CUSIP Number)

Anne Goffard

Westend S.A.

44, Rue de la Vallée

L-2661 Luxembourg

Luxembourg

(+352) 22.42.59-1

Copies to:

Kenneth B. Wallach, Esq.

Hui Lin, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 5, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 528872302


(1)		Names of Reporting Persons. Invus, L.P.
(2)		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
(6)		Citizenship or Place of Organization Bermuda

*	Based on 188,725,743 shares of Issuer Common Stock outstanding. See Item 5.

CUSIP No. 528872302


(1)		Names of Reporting Persons. Invus Advisors, L.L.C.
(2)		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
(6)		Citizenship or Place of Organization Delaware

*	Based on 188,725,743 shares of Issuer Common Stock outstanding. See Item 5.

CUSIP No. 528872302


(1)		Names of Reporting Persons. Invus Public Equities, L.P.
(2)		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
(6)		Citizenship or Place of Organization Bermuda

*	Based on 188,725,743 shares of Issuer Common Stock outstanding. See Item 5.

CUSIP No. 528872302


(1)		Names of Reporting Persons. Invus Public Equities Advisors, LLC
(2)		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
(6)		Citizenship or Place of Organization Delaware

*	Based on 188,725,743 shares of Issuer Common Stock outstanding. See Item 5.

CUSIP No. 528872302


(1)		Names of Reporting Persons. Artal International S.C.A.
(2)		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
(6)		Citizenship or Place of Organization Luxembourg

*	Based on 188,725,743 shares of Issuer Common Stock outstanding. See Item 5.

CUSIP No. 528872302


(1)		Names of Reporting Persons. Artal International Management S.A.
(2)		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
(6)		Citizenship or Place of Organization Luxembourg

*	Based on 188,725,743 shares of Issuer Common Stock outstanding. See Item 5.

CUSIP No. 528872302


(1)		Names of Reporting Persons. Artal Group S.A.
(2)		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
(6)		Citizenship or Place of Organization Luxembourg

*	Based on 188,725,743 shares of Issuer Common Stock outstanding. See Item 5.

CUSIP No. 528872302


(1)		Names of Reporting Persons. Westend S.A.
(2)		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
(6)		Citizenship or Place of Organization Luxembourg

*	Based on 188,725,743 shares of Issuer Common Stock outstanding. See Item 5.

CUSIP No. 528872302


(1)		Names of Reporting Persons. Stichting Administratiekantoor Westend
(2)		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
(6)		Citizenship or Place of Organization The Netherlands

*	Based on 188,725,743 shares of Issuer Common Stock outstanding. See Item 5.

CUSIP No. 528872302


(1)		Names of Reporting Persons. Mr. Amaury Wittouck
(2)		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
(6)		Citizenship or Place of Organization Belgium

*	Based on 188,725,743 shares of Issuer Common Stock outstanding. See Item 5.

CUSIP No. 528872302


(1)		Names of Reporting Persons. Invus US Partners LLC
(2)		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
(6)		Citizenship or Place of Organization Delaware

*	Based on 188,725,743 shares of Issuer Common Stock outstanding. See Item 5.

CUSIP No. 528872302


(1)		Names of Reporting Persons. Ulys, L.LC.
(2)		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
(6)		Citizenship or Place of Organization Delaware

*	Based on 188,725,743 shares of Issuer Common Stock outstanding. See Item 5.

CUSIP No. 528872302


(1)		Names of Reporting Persons. Mr. Raymond Debbane
(2)		& #xA0; Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
(3)		SEC Use Only
(4)		Source of Funds (See Instructions) OO
(5)		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
(6)		Citizenship or Place of Organization Panama

*	Based on 188,725,743 shares of Issuer Common Stock outstanding. See Item 5.

EXPLANATORY NOTE

This Amendment No. 19 hereby amends and supplements the statement of beneficial ownership on Schedule 13D, relating to the common stock, $0.001 par value per share (the “Issuer Common Stock”), of Lexicon Pharmaceuticals, Inc., a Delaware corporation (the “Issuer” or “Lexicon”), initially filed on June 27, 2007, as amended by Amendment No. 1 thereto filed on August 24, 2007, Amendment No. 2 thereto filed on August 29, 2007, Amendment No. 3 thereto filed on October 8, 2009, Amendment No. 4 thereto filed on October 15, 2009, Amendment No. 5 thereto filed on March 19, 2010, Amendment No. 6 thereto filed on August 15, 2011, Amendment No. 7 thereto filed on November 14, 2011, Amendment No. 8 thereto filed on December 27, 2011, Amendment No. 9 thereto filed on February 24, 2012, Amendment No. 10 thereto filed on April 10, 2012, Amendment No. 11 thereto filed on October 26, 2012, Amendment No. 12 thereto filed on November 26, 2014, Amendment No. 13 thereto filed on June 4, 2018, Amendment No. 14 thereto filed on June 29, 2018, Amendment No. 15 thereto filed on December 16, 2020, Amendment No. 16 thereto filed on January 5, 2021, Amendment No. 17 thereto filed on January 21, 2021 and Amendment No. 18 thereto filed on August 1, 2022 (as so amended, the “Statement”). All capitalized terms not otherwise defined herein have the meaning assigned to them in the Statement.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended and supplemented by inserting the following new paragraph after the last paragraph thereof:

On August 5, 2022, pursuant to the 2022 Purchase Agreements and following the exercise of the underwriters option to purchase additional shares in the 2022 Issuer Public Offering, Artal International S.C.A. purchased an additional 2,426,070 shares of Issuer Common Stock and Invus US Partners LLC purchased an additional 147,390 shares of Issuer Common Stock for an aggregate purchase price of $6,433,650 representing a purchase price of $2.50 per share. Artal International S.C.A. used available funds to purchase such shares of Issuer Common Stock and Invus US Partners LLC used equity contributions from its members to purchase such shares of Issuer Common Stock.

Item 4.

Purpose of Transaction

Item 4 of the Statement is hereby amended and supplemented to include the following:

The information set forth in Item 3 of the Statement is incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer

Item 5(a), Item 5(b) and Item 5(c) of the Statement is each hereby amended and restated in its entirety as follows:

The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 is incorporated by reference in its entirety into this Item 5.

(a)-(b) Invus Public Equities, L.P. is the record and beneficial owner of 3,516,214 shares of Issuer Common Stock, representing approximately 1.9% of the outstanding shares of Issuer Common Stock. Invus Public Equities Advisors, LLC, as the general partner of Invus Public Equities, L.P., controls Invus Public Equities, L.P. and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock held by Invus Public Equities, L.P. The Geneva branch of Artal International S.C.A., as the managing member of Invus Public Equities Advisors, LLC, controls Invus Public Equities Advisors, LLC and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock that Invus Public Equities Advisors, LLC may be deemed to beneficially own. Each of Invus Public Equities Advisors, LLC and the Geneva branch of Artal International S.C.A. disclaims such beneficial ownership.

Invus, L.P. is the record owner of 35,402,689 shares of Issuer Common Stock and the beneficial owner of 38,918,903 shares of Issuer Common Stock, representing approximately 18.8% and approximately 20.6% of the outstanding shares of Issuer Common Stock, respectively. Invus Advisors, L.L.C., as the general partner of Invus, L.P., controls Invus, L.P. and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock held by Invus, L.P. Invus Advisors, L.L.C. disclaims such beneficial ownership.

Artal International S.C.A. is the record owner of 50,859,331 shares of Issuer Common Stock and the beneficial owner of 89,778,234 shares of Issuer Common Stock, representing approximately 26.9% and approximately 47.6% of the outstanding shares of Issuer Common Stock, respectively. Artal International S.C.A., as the managing member of Invus Advisors, LLC, and through its Geneva branch, as the managing member of Invus Public Equities Advisors, LLC, controls each of these two entities and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock they may be deemed to beneficially own. Artal International Management S.A., as the managing partner of Artal International S.C.A., controls Artal International S.C.A. and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock that Artal International S.C.A. may be deemed to beneficially own. Artal Group S.A., as the parent company of Artal International Management S.A., controls Artal International Management S.A. and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock that Artal International Management S.A. may be deemed to beneficially own. Westend, as the parent company of Artal Group S.A., controls Artal Group S.A. and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock that Artal Group S.A. may be deemed to beneficially own. The Stichting, as the majority stockholder of Westend, controls Westend and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock that Westend may be deemed to beneficially own. Mr. Amaury Wittouck, as the sole member of the board of the Stichting, controls the Stichting and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock that the Stichting may be deemed to beneficially own. Each of Artal International S.C.A., Artal International Management S.A., Artal Group S.A., Westend, the Stichting and Mr. Amaury Wittouck disclaims such beneficial ownership.

Invus US Partners LLC is the record and beneficial owner of 5,451,204 shares of Issuer Common Stock, representing approximately 2.9% of the outstanding shares of Issuer Common Stock. Ulys, L.L.C., as the managing member of Invus US Partners LLC, controls Invus US Partners LLC and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock held by Invus US Partners LLC. Ulys, L.L.C. disclaims such beneficial ownership. As the sole member of Ulys, L.L.C., Mr. Raymond Debbane controls Ulys, L.L.C. and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock that Ulys, L.L.C. may be deemed to beneficially own. Mr. Debbane disclaims such beneficial ownership.

Mr. Debbane individually directly owns 331,545 shares of Issuer Common Stock and beneficially owns an additional 37,895 shares of Issuer Common Stock issuable pursuant to options that are exercisable within 60 days. Mr. Debbane also holds unvested stock options to purchase an additional 24,758 shares of Issuer Common Stock scheduled to vest on various dates and 9,302 unvested restricted stock units scheduled to vest on May 21, 2023.

The Reporting Persons collectively beneficially own 95,598,878 shares of Issuer Common Stock, representing approximately 50.6% of the outstanding shares of Issuer Common Stock. Calculations of the percentage of shares of Issuer Common Stock beneficially owned are based on 183,625,743 shares of Issuer Common Stock outstanding as of August 3, 2022 as disclosed in the Quarterly Report on Form 10-Q filed by the Issuer on August 3, 2022, plus the additional 5,100,000 shares of Issuer Common Stock issued on August 5, 2022 in connection with the exercise of options to purchase additional shares in the 2022 Issuer Public Offering and under the 2022 Purchase Agreements.

Mr. Amouyal beneficially owns 31,030 shares of Issuer Common Stock held directly and 37,895 shares of Issuer Common Stock issuable pursuant to options that are exercisable within 60 days. Mr. Guimarães beneficially owns 714 shares of Issuer Common Stock. Mr. Sobecki beneficially owns 149,721 shares of Issuer Common Stock held directly and 37,895 shares of Issuer Common Stock issuable pursuant to options that are exercisable within 60 days. Each of Messrs. Amouyal and Sobecki also holds unvested stock options to purchase an additional 24,758 shares of Issuer Common Stock scheduled to vest on various dates and 9,302 unvested restricted stock units scheduled to vest on May 21, 2023. Shares of Issuer Common Stock beneficially owned by each of Messrs. Amouyal, Guimarães and Sobecki represent less than 1% of the number of outstanding shares of Issuer Common Stock.

(c) Except as set forth in this Statement, there have been no transactions in shares of Issuer Common Stock by any of the Reporting Persons since the filing of Amendment No. 18 to Schedule 13D on August 1, 2022.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

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INVUS, L.P.

By: INVUS ADVISORS, L.L.C., its general partner

By:		/s/ Raymond Debbane
Name:		Raymond Debbane
Title:		President

INVUS PUBLIC EQUITIES, L.P.

By: INVUS PUBLIC EQUITIES ADVISORS, LLC, its general partner

By:		/s/ Raymond Debbane
Name:		Raymond Debbane
Title:		President

INVUS ADVISORS, L.L.C.

By:		/s/ Raymond Debbane
Name:		Raymond Debbane
Title:		President

INVUS PUBLIC EQUITIES ADVISORS, LLC

By:		/s/ Raymond Debbane
Name:		Raymond Debbane
Title:		President

ARTAL INTERNATIONAL S.C.A.
By: ARTAL INTERNATIONAL MANAGEMENT S.A., its managing partner

By:		/s/ Anne Goffard
Name:		Anne Goffard
Title:		Managing Director

ARTAL INTERNATIONAL MANAGEMENT S.A.

By:		/s/ Anne Goffard
Name:		Anne Goffard
Title:	Managing Director


ARTAL GROUP S.A.

By:		/s/ Anne Goffard
Name:		Anne Goffard
Title:		Authorized Person

WESTEND S.A.

By:		/s/ Anne Goffard
Name:		Anne Goffard
Title:		Managing Director

STICHTING ADMINISTRATIEKANTOOR WESTEND

By:		/s/ Amaury Wittouck
Name:		Amaury Wittouck
Title:		Sole Member of the Board

AMAURY WITTOUCK

By:		/s/ Amaury Wittouck

INVUS US PARTNERS LLC

By:		/s/ Philip Bafundo
Name:		Philip Bafundo
Title:		Authorized Person

ULYS, L.L.C.

By:		/s/ Raymond Debbane
Name:		Raymond Debbane
Title:		President

RAYMOND DEBBANE

By:		/s/ Raymond Debbane

Dated:		August 9, 2022

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

35,402,689

Shared Voting Power

3,516,214

Sole Dispositive Power

35,402,689

Shared Dispositive Power

0