| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Lexeo Therapeutics, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
52886X107 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 52886X107 |
| 1 | Names of Reporting Persons Omega Fund VI, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,184,636.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
This Schedule 13G is filed by Omega Fund VI, L.P. ("Omega Fund"), Omega Fund VI GP, L.P. ("Omega GP"), Omega Fund VI GP Manager, Ltd. ("Omega Ltd"), Claudio Nessi ("Nessi"), Otello Stampacchia ("Stampacchia"), and Francesco Draetta ("Draetta") (together, the "Reporting Persons"). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Nessi, Stampacchia, and Draetta are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. The Reporting Persons may be deemed a "group" for purposes of Section 13 of the Exchange Act and expressly disclaim status as a "group" for purposes of this Schedule 13G.
The reported percentages are based on 33,065,947 shares of common stock outstanding as of November 12, 2024, as set forth in the Issuer's Quarterly Report on 10-Q for the period ended September 30, 2024, filed with the Securities and Exchange Commission on November 13, 2024.
SCHEDULE 13G |
| CUSIP No. | 52886X107 |
| 1 | Names of Reporting Persons Omega Fund VI GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,184,636.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
This Schedule 13G is filed by Omega Fund VI, L.P. ("Omega Fund"), Omega Fund VI GP, L.P. ("Omega GP"), Omega Fund VI GP Manager, Ltd. ("Omega Ltd"), Claudio Nessi ("Nessi"), Otello Stampacchia ("Stampacchia"), and Francesco Draetta ("Draetta") (together, the "Reporting Persons"). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Nessi, Stampacchia, and Draetta are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. The Reporting Persons may be deemed a "group" for purposes of Section 13 of the Exchange Act and expressly disclaim status as a "group" for purposes of this Schedule 13G.
The reported percentages are based on 33,065,947 shares of common stock outstanding as of November 12, 2024, as set forth in the Issuer's Quarterly Report on 10-Q for the period ended September 30, 2024, filed with the Securities and Exchange Commission on November 13, 2024.
SCHEDULE 13G |
| CUSIP No. | 52886X107 |
| 1 | Names of Reporting Persons Omega Fund VI GP Manager, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,184,636.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
This Schedule 13G is filed by Omega Fund VI, L.P. ("Omega Fund"), Omega Fund VI GP, L.P. ("Omega GP"), Omega Fund VI GP Manager, Ltd. ("Omega Ltd"), Claudio Nessi ("Nessi"), Otello Stampacchia ("Stampacchia"), and Francesco Draetta ("Draetta") (together, the "Reporting Persons"). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Nessi, Stampacchia, and Draetta are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. The Reporting Persons may be deemed a "group" for purposes of Section 13 of the Exchange Act and expressly disclaim status as a "group" for purposes of this Schedule 13G.
The reported percentages are based on 33,065,947 shares of common stock outstanding as of November 12, 2024, as set forth in the Issuer's Quarterly Report on 10-Q for the period ended September 30, 2024, filed with the Securities and Exchange Commission on November 13, 2024.
SCHEDULE 13G |
| CUSIP No. | 52886X107 |
| 1 | Names of Reporting Persons Claudio Nessi | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization SWITZERLAND | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,184,636.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
This Schedule 13G is filed by Omega Fund VI, L.P. ("Omega Fund"), Omega Fund VI GP, L.P. ("Omega GP"), Omega Fund VI GP Manager, Ltd. ("Omega Ltd"), Claudio Nessi ("Nessi"), Otello Stampacchia ("Stampacchia"), and Francesco Draetta ("Draetta") (together, the "Reporting Persons"). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Nessi, Stampacchia, and Draetta are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. The Reporting Persons may be deemed a "group" for purposes of Section 13 of the Exchange Act and expressly disclaim status as a "group" for purposes of this Schedule 13G.
The reported percentages are based on 33,065,947 shares of common stock outstanding as of November 12, 2024, as set forth in the Issuer's Quarterly Report on 10-Q for the period ended September 30, 2024, filed with the Securities and Exchange Commission on November 13, 2024.
SCHEDULE 13G |
| CUSIP No. | 52886X107 |
| 1 | Names of Reporting Persons Otello Stampacchia | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization ITALY | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,184,636.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
This Schedule 13G is filed by Omega Fund VI, L.P. ("Omega Fund"), Omega Fund VI GP, L.P. ("Omega GP"), Omega Fund VI GP Manager, Ltd. ("Omega Ltd"), Claudio Nessi ("Nessi"), Otello Stampacchia ("Stampacchia"), and Francesco Draetta ("Draetta") (together, the "Reporting Persons"). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Nessi, Stampacchia, and Draetta are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. The Reporting Persons may be deemed a "group" for purposes of Section 13 of the Exchange Act and expressly disclaim status as a "group" for purposes of this Schedule 13G.
The reported percentages are based on 33,065,947 shares of common stock outstanding as of November 12, 2024, as set forth in the Issuer's Quarterly Report on 10-Q for the period ended September 30, 2024, filed with the Securities and Exchange Commission on November 13, 2024.
SCHEDULE 13G |
| CUSIP No. | 52886X107 |
| 1 | Names of Reporting Persons Francesco Draetta | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,184,636.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
This Schedule 13G is filed by Omega Fund VI, L.P. ("Omega Fund"), Omega Fund VI GP, L.P. ("Omega GP"), Omega Fund VI GP Manager, Ltd. ("Omega Ltd"), Claudio Nessi ("Nessi"), Otello Stampacchia ("Stampacchia"), and Francesco Draetta ("Draetta") (together, the "Reporting Persons"). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Nessi, Stampacchia, and Draetta are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. The Reporting Persons may be deemed a "group" for purposes of Section 13 of the Exchange Act and expressly disclaim status as a "group" for purposes of this Schedule 13G.
The reported percentages are based on 33,065,947 shares of common stock outstanding as of November 12, 2024, as set forth in the Issuer's Quarterly Report on 10-Q for the period ended September 30, 2024, filed with the Securities and Exchange Commission on November 13, 2024.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Lexeo Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive
offices: 345 Park Avenue South, Floor 6, New York, NY 10010 | |
| Item 2. | ||
| (a) | Name of person filing: Omega Fund VI, L.P. ("Omega Fund")
Omega Fund VI GP, L.P. ("Omega GP")
Omega Fund VI GP Manager, Ltd. ("Omega Ltd")
Claudio Nessi ("Nessi")
Otello Stampacchia ("Stampacchia")
Francesco Draetta ("Draetta")
| |
| (b) | Address or principal business office or, if
none, residence: The address of the principal business office of Omega Fund, Omega GP, Omega Ltd, Nessi, Stampacchia, and Draetta, is c/o Omega Fund Management, LLC, 888 Boylston Street, Suite 1111, Boston, MA 02199. | |
| (c) | Citizenship: Omega Fund: Cayman Islands
Omega GP: Cayman Islands
Omega Ltd: Cayman Islands
Nessi: Switzerland
Stampacchia: Italy
Draetta: United States of America
| |
| (d) | Title of class of securities: Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.: 52886X107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: As of December 31, 2024, Omega Fund directly holds 1,184,636 shares of Common Stock, representing approximately 3.6% of the shares of Common Stock outstanding. Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, and each of Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Omega Fund. Nessi, Stampacchia, and Draetta are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. The Reporting Persons may be deemed a "group" for purposes of Section 13 of the Exchange Act and expressly disclaim status as a "group" for purposes of this Schedule 13G. | |
| (b) | Percent of class: The information provided in Item 2(a) is incorporated by reference. The reported percentages are based on 33,065,947 shares of common stock outstanding as of November 12, 2024, as set forth in the Issuer's Quarterly Report on 10-Q for the period ended September 30, 2024, filed with the Securities and Exchange Commission on November 13, 2024. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: | ||
| (ii) Shared power to vote or to direct the
vote: Omega Fund: 1,184,636 shares of Common Stock
Omega GP: 1,184,636 shares of Common Stock
Omega Ltd: 1,184,636 shares of Common Stock
Nessi: 1,184,636 shares of Common Stock
Stampacchia: 1,184,636 shares of Common Stock
Draetta: 1,184,636 shares of Common Stock
| ||
| (iii) Sole power to dispose or to direct the
disposition of: | ||
| (iv) Shared power to dispose or to direct the
disposition of: Omega Fund: 1,184,636 shares of Common Stock
Omega GP: 1,184,636 shares of Common Stock
Omega Ltd: 1,184,636 shares of Common Stock
Nessi: 1,184,636 shares of Common Stock
Stampacchia: 1,184,636 shares of Common Stock
Draetta: 1,184,636 shares of Common Stock
| ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
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| 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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