Lexeo Therapeutics, Inc. Common Stock (LXEO) Form 4 Lexeo Therapeutics / PATRICK G ENRIGHT 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^*

Longitude Capital Partners IV, LLC

(Last) (First) (Middle)

2740 SAND HILL ROAD

2ND FLOOR

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Lexeo Therapeutics, Inc. [ LXEO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2023

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
Common Stock	11/07/2023		C		1,793,429	A	(1)	1,793,429	I	By Longitude Venture Partners IV, L.P.(2)
Common Stock	11/07/2023		C		319,126	A	(3)	2,112,555	I	By Longitude Venture Partners IV, L.P.(2)
Common Stock	11/07/2023		P		454,545	A	$11	2,567,100	I	By Longitude Venture Partners IV, L.P.(2)

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
Series A convertible preferred stock	(1)	11/07/2023		C			18,999,999	(1)	(1)	Common Stock	1,793,429	(1)	0	I	By Longitude Venture Partners IV, L.P.(2)
Series B convertible preferred stock	(3)	11/07/2023		C			2,906,148	(3)	(3)	Common Stock	319,126	(3)	0	I	By Longitude Venture Partners IV, L.P.(2)

1. Name and Address of Reporting Person^*

Longitude Capital Partners IV, LLC

(Last) (First) (Middle)

2740 SAND HILL ROAD

2ND FLOOR

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Longitude Venture Partners IV, L.P.

(Last) (First) (Middle)

2740 SAND HILL ROAD

2ND FLOOR

(Street)

MENLO PARK CA

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Tammenoms Bakker Juliet

(Last) (First) (Middle)

C/O LONGITUDE CAPITAL

2740 SAND HILL ROAD, 2ND FLOOR

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ENRIGHT PATRICK G

(Last) (First) (Middle)

C/O LONGITUDE CAPITAL

2740 SAND HILL ROAD, 2ND FLOOR

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Upon the closing of the Issuer's initial public offering, each share of Series A convertible preferred stock automatically converted into shares of the Issuer's common stock on a one-for-10.594230 basis. The shares had no expiration date.

2. These shares are held by Longitude Venture Partners IV, L.P ("LVP IV"). Longitude Capital Partners IV, LLC ("LCP IV") is the general partner of LVP IV and may be deemed to have voting and dispositive power over the shares held by LVP IV. Mr. Enright and Ms. Tammenoms Bakker are managing members of LCP IV and may be deemed to share voting and dispositive power with respect to the shares held by LVP IV. Each of LCP IV, Mr. Enright and Ms. Tammenoms Bakker disclaims beneficial ownership of such shares and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

3. Upon the closing of the Issuer's initial public offering, each share of Series B convertible preferred stock automatically converted into shares of the Issuer's common stock on a one-for-9.106601 basis, which reflects an anti-dilution adjustment to the conversion ratio pursuant to a provision of the Series B convertible preferred stock based on the pricing of the initial public offering (as described in the Reporting Person's Form 3). The shares had no expiration date.

Remarks:

	Longitude Capital Partners IV, LLC By: /s/ Cristiana Blauth Oliveira , Authorized Signatory	11/09/2023
	Longitude Venture Partners IV, L.P. By: /s/ Cristiana Blauth Oliveira , Authorized Signatory of the General Partner	11/09/2023
	/s/ Cristiana Blauth Oliveira, Attorney-in-Fact for Juliet Tammenoms Bakker	11/09/2023
	/s/ Cristiana Blauth Oliveira, Attorney-in-Fact for Patrick Enright	11/09/2023
	** Signature of Reporting Person	Date
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