Westend Form 4 LEXICON PHARMACEUTICALS / International S.C.A. Artal ownership change

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).

1. Name and Address of Reporting Person^*

Artal International S.C.A.

(Last) (First) (Middle)

VALLEY PARK, 44, RUE DE LA VALLEE

(Street)

LUXEMBOURG N4 L-2661

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LEXICON PHARMACEUTICALS, INC. [ LXRX ]

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)
03/13/2024

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)
			Code	V	Amount	(A) or (D)	Price
Series A Convertible Preferred Stock	03/13/2024		A(1)		1,150,922	A	$108.5	1,150,922	I	See Footnotes(2)(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Artal International S.C.A.

(Last) (First) (Middle)

VALLEY PARK, 44, RUE DE LA VALLEE

(Street)

LUXEMBOURG N4 L-2661

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Wittouck Amaury

(Last) (First) (Middle)

VALLEY PARK, 44, RUE DE LA VALLEE

(Street)

LUXEMBOURG N4 L-2661

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Artal International Management S.A.

(Last) (First) (Middle)

VALLEY PARK, 44, RUE DE LA VALLEE

(Street)

LUXEMBOURG N4 L-2661

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Artal Group S.A.

(Last) (First) (Middle)

VALLEY PARK, 44, RUE DE LA VALLEE

(Street)

LUXEMBOURG N4 L-2661

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Westend S.A.

(Last) (First) (Middle)

VALLEY PARK, 44, RUE DE LA VALLEE

(Street)

LUXEMBOURG N4 L-2661

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stichting Administratiekantoor Westend

(Last) (First) (Middle)

CLAUDE DEBUSSYLAAN 46

(Street)

AMSTERDAM P7 1082 MD

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Invus Public Equities, L.P.

(Last) (First) (Middle)

750 LEXINGTON AVENUE, 30TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Invus, L.P.

(Last) (First) (Middle)

750 LEXINGTON AVENUE, 30TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Invus Public Equities Advisors, LLC

(Last) (First) (Middle)

750 LEXINGTON AVENUE, 30TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Invus Advisors, L.L.C.

(Last) (First) (Middle)

750 LEXINGTON AVENUE, 30TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. On March 11, 2024, Artal International S.C.A. entered into a purchase agreement (the "Purchase Agreement") with the Issuer pursuant to which Artal International S.C.A. agreed to purchase 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 (the "Purchase Price"). Each share of Preferred Stock will 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; however, absent the satisfaction of such conditions, the shares are not convertible. The purchase closed on March 13, 2024.

2. These securities are directly held by Artal International S.C.A. 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.

3. 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:

This Form 4 does not include 3,516,214 shares of Common Stock held by Invus Public Equities, L.P.; 35,402,689 shares of Common Stock held by Invus, L.P.; and 78,634,381 shares of Common Stock held by Artal International S.C.A. 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. Invus US Partners LLC also directly holds 5,451,204 shares of Common Stock, which securities are reported on a separate 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.

	ARTAL INTERNATIONAL S.C.A., By: Artal International Management S.A., its managing partner, By: /s/ Pierre Claudel, Name: Pierre Claudel, Title: Managing Director	03/13/2024
	ARTAL INTERNATIONAL MANAGEMENT S.A., By: /s/ Pierre Claudel, Name: Pierre Claudel, Title: Managing Director	03/13/2024
	ARTAL GROUP S.A., By: /s/ Anne Goffard, Name: Anne Goffard, Title: Authorized Person	03/13/2024
	WESTEND S.A., By: /s/ Pierre Claudel, Name: Pierre Claudel, Title: Managing Director	03/13/2024
	STICHTING ADMINISTRATIEKANTOOR WESTEND, By: /s/ Amaury Wittouck, Name: Amaury Wittouck, Title: Sole Member of the Board	03/13/2024
	AMAURY WITTOUCK, By: /s/ Amaury Wittouck	03/13/2024
	INVUS L.P., By: Invus Advisors L.L.C., its general partner, By: /s/ Philip Bafundo, Name: Philip Bafundo, Title: Chief Financial Officer	03/13/2024
	Invus Public Equities, L.P., By: Invus Public Equities Advisors, LLC, its general partner, By: /s/ Philip Bafundo, Name: Philip Bafundo, Title: Chief Financial Officer	03/13/2024
	Invus Advisors L.L.C., By: /s/ Philip Bafundo, Name: Philip Bafundo, Title: Chief Financial Officer	03/13/2024
	Invus Public Equities Advisors, LLC., By: /s/ Philip Bafundo, Name: Philip Bafundo, Title: Chief Financial Officer	03/13/2024
	** Signature of Reporting Person	Date
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