Artal International S.C.A. - Mar 13, 2024 Form 4 Insider Report for LEXICON PHARMACEUTICALS, INC. (LXRX)

Role
Director, 10%+ Owner
Signature
ARTAL INTERNATIONAL S.C.A., By: Artal International Management S.A., its managing partner, By: /s/ Pierre Claudel, Name: Pierre Claudel, Title: Managing Director
Stock symbol
LXRX
Transactions as of
Mar 13, 2024
Transactions value $
$124,875,037
Form type
4
Date filed
3/13/2024, 09:22 PM
Previous filing
Feb 29, 2024
Next filing
Mar 25, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LXRX Series A Convertible Preferred Stock Award $125M +1.15M $108.50 1.15M Mar 13, 2024 See Footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.