-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ry+DztGpQBJx+F54muISAJXcVhQn29zH2OduYrAX7ibsNPl87rA0sB1PFpX8YMTt mkNfpy21oILxRL91GC1zjw== 0001181431-07-042264.txt : 20070627 0001181431-07-042264.hdr.sgml : 20070627 20070627095221 ACCESSION NUMBER: 0001181431-07-042264 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070617 FILED AS OF DATE: 20070627 DATE AS OF CHANGE: 20070627 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LEXICON PHARMACEUTICALS, INC./DE CENTRAL INDEX KEY: 0001062822 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 760474169 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8800 TECHNOLOGY FOREST PLACE CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: 2818633000 MAIL ADDRESS: STREET 1: 8800 TECHNOLOGY FOREST PLACE CITY: THE WOODLANDS STATE: TX ZIP: 77381 FORMER COMPANY: FORMER CONFORMED NAME: LEXICON GENETICS INC/TX DATE OF NAME CHANGE: 20000126 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEBBANE RAYMOND CENTRAL INDEX KEY: 0001053890 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30111 FILM NUMBER: 07942683 BUSINESS ADDRESS: BUSINESS PHONE: 2123711717 MAIL ADDRESS: STREET 1: C/O THE INVUS GROUP, LLC STREET 2: 750 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Invus Public Equities Advisors, LLC CENTRAL INDEX KEY: 0001340096 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30111 FILM NUMBER: 07942684 BUSINESS ADDRESS: STREET 1: 135 EAST 57TH STREET, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-317-7520 MAIL ADDRESS: STREET 1: 135 EAST 57TH STREET, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Invus Public Equities, LP CENTRAL INDEX KEY: 0001340097 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30111 FILM NUMBER: 07942685 BUSINESS ADDRESS: STREET 1: 135 EAST 57, 30 TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-317-7520 MAIL ADDRESS: STREET 1: 135 EAST 57, 30 TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Invus Advisors, L.L.C. CENTRAL INDEX KEY: 0001404553 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30111 FILM NUMBER: 07942686 BUSINESS ADDRESS: STREET 1: C/O THE INVUS GROUP, L.L.C. STREET 2: 750 LEXINGTON AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 371 1717 MAIL ADDRESS: STREET 1: C/O THE INVUS GROUP, L.L.C. STREET 2: 750 LEXINGTON AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Invus, L.P. CENTRAL INDEX KEY: 0001404570 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30111 FILM NUMBER: 07942687 BUSINESS ADDRESS: STREET 1: C/O THE INVUS GROUP, L.L.C. STREET 2: 750 LEXINGTON AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 371 1717 MAIL ADDRESS: STREET 1: C/O THE INVUS GROUP, L.L.C. STREET 2: 750 LEXINGTON AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ulys, LLC CENTRAL INDEX KEY: 0001340098 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30111 FILM NUMBER: 07942688 BUSINESS ADDRESS: STREET 1: C/O THE INVUS GROUP, LLC STREET 2: 750 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-3177520 MAIL ADDRESS: STREET 1: C/O THE INVUS GROUP, LLC STREET 2: 750 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 3 1 rrd164010.xml FORM 3 X0202 3 2007-06-17 0 0001062822 LEXICON PHARMACEUTICALS, INC./DE LXRX 0001340098 Ulys, LLC 750 LEXINGTON AVENUE 30TH FLOOR NEW YORK NY 10022 0 0 1 0 0001404570 Invus, L.P. 750 LEXINGTON AVENUE, 30TH FLOOR NEW YORK NY 10022 0 0 1 0 0001404553 Invus Advisors, L.L.C. 750 LEXINGTON AVENUE, 30TH FLOOR NEW YORK NY 10022 0 0 1 0 0001340097 Invus Public Equities, LP 750 LEXINGTON AVENUE, 30TH FLOOR NEW YORK NY 10022 0 0 1 0 0001340096 Invus Public Equities Advisors, LLC 750 LEXINGTON AVENUE, 30TH FLOOR NEW YORK NY 10022 0 0 1 0 0001053890 DEBBANE RAYMOND C/O ULYS, L.L.C. 750 LEXINGTON AVENUE, 30TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 3891108 I See Footnote Warrants (right to buy) 3.0915 2007-06-17 Common Stock 16498353 I See Footnote The reported shares are owned directly by Invus Public Equities, L.P. Invus Public Equities Advisors, L.L.C. is the general partner of Invus Public Equities, L.P. Ulys, L.L.C. is the managing member of Invus Public Equities, L.L.C. Raymond Debbane is the sole member of Ulys, L.L.C. Accordingly, each of Invus Public Equities Advisors, L.L.C., Ulys, L.L.C. and Raymond Debbane may be deemend to be indirect beneficial owners of the reported shares. (Continued to Footnote 2). Each of Invus Public Equities Advisors, L.L.C., Ulys, L.L.C. and Raymond Debbance disclaims beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein. Invus Public Equities, L.P. and Invus Public Equities Advisors, L.L.C. do not beneficially own more than 10% of the outstanding shares of Issuer Common Stock; however, they are joining in the filing of this Statement because they may be deemed to be members of a group with Invus, L.P. and Invus Advisors, L.L.C. for purposes of Rule 16a-1(a)(1) under the Securities Exchange Act of 1934, as amended (the "Act"). The Reporting Persons do not affirm the existence of such a group for purposes of Section 16 of the Act or otherwise. The warrants were issued to Invus, L.P. pursuant to a warrant agreement, dated June 17, 2007, between Invus, L.P. and the issuer. On June 17, 2007, Invus, L.P. and the issuer also entered into certain other agreements, including a securities purchase agreement, pursuant to which, and subject to the approval of the stockholders of the issuer, Invus, L.P. will make an initial investment in the issuer (the "Initial Investment") and have certain rights to make additional investments. (Continued to footnote 4). If the closing of the Initial Investment occurs, any warrants not exercised prior to such closing will automatically terminate. In addition, the warrants will expire: (a) 30 business days after the stockholders meeting called to approve the transactions contemplated by the securities purchase agreement (so long as (i) the issuer has not breached the securities purchase agreement, (ii) the issuer's board of directors has not withdrawn its recommendation that the issuer's stockholders vote in favor of the transactions contemplated by the securities purchase agreement and (iii) certain alternative transactions have not been publicly proposed or consummated); (Continued to Footnote 5). (b) three years after the termination of the securities purchase agreement if it is terminated due to a breach thereof by the issuer or upon the occurrence of its termination date; and (c) nine months following the stockholders meeting called to approve the transactions contemplated by the securities purchase agreement if the issuer' s board of directors has withdrawn its recommendation that the issuer's stockholders approve such transactions or certain alternative transactions have been publicly proposed or consummated. The reported securities are owned directly by Invus, L.P. Invus Advisors, L.L.C. is the general partner of Invus, L.P. Ulys, L.L.C. is the managing member of Invus Advisors, L.L.C. Raymond Debbane is the sole member of Ulys, L.L.C. Accordingly, each of Invus Advisors, L.L.C, Ulys, L.L.C. and Raymond Debbane may be deemed to be indirect beneficial owners of the reported securities. Each of Invus Advisors, L.L.C., Ulys, L.L.C and Raymond Debbane disclaims beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein. ULYS, L.L.C. By: /s/ Raymond Debbane 2007-06-27 INVUS, L.P. By: Invus Advisors, L.L.C., its general partner, By: /s/ Raymond Debbane 2007-06-27 INVUS ADVISORS, L.L.C. By: /s/ Raymond Debbane 2007-06-27 INVUS PUBLIC EQUITIES, L.P. By: Invus Public Equities Advisors, L.L.C., its general partner, By: /s/ Raymond Debbane 2007-06-27 INVUS PUBLIC EQUITIES ADVISORS, L.L.C. By: /s/ Raymond Debbane 2007-06-27 /s/ Raymond Debbane 2007-06-27 -----END PRIVACY-ENHANCED MESSAGE-----