-----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, QN55p1DJHWdYRam3NZUpn4VyEoQE2Tj9oQiL4fh6PubjyGdmQq9oLvZvShyFAjth OKk5QJcQlD+FbAlNWzahOQ== 0001181431-07-054077.txt : 20070824 0001181431-07-054077.hdr.sgml : 20070824 20070824152629 ACCESSION NUMBER: 0001181431-07-054077 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070823 FILED AS OF DATE: 20070824 DATE AS OF CHANGE: 20070824 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEBBANE RAYMOND CENTRAL INDEX KEY: 0001053890 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30111 FILM NUMBER: 071078316 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 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: Ulys, LLC CENTRAL INDEX KEY: 0001340098 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30111 FILM NUMBER: 071078319 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Invus Advisors, L.L.C. CENTRAL INDEX KEY: 0001404553 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30111 FILM NUMBER: 071078317 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30111 FILM NUMBER: 071078318 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 4 1 rrd170538.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0202 4 2007-08-23 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 0001053890 DEBBANE RAYMOND C/O ULYS, L.L.C. 750 LEXINGTON AVENUE, 30TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2008-08-23 4 P 0 16499347 3.0915 A 16499347 I See Footnote Common Stock 2008-08-23 4 P 0 34325639 4.50 A 50824986 I See Footnote Common Stock 3891108 I See Footnote On August 23, 2007, at a special meeting of stockholders of Lexicon Pharmaceuticals, Inc. (the "Issuer"), the Issuer's stockholders voted to approve the transactions contemplated by a securities purchase agreement (the "Securities Purchase Agreement") and certain other agreements, each dated June 17, 2007, between Invus, L.P. and the Issuer, including the purchase by Invus, L.P. (the "Initial Investment") of a number of shares of Issuer common stock that will result, upon the closing of the Initial Investment, in Invus, L.P. owning 40% of the Issuer common stock outstanding on the date of such closing. The closing of the Initial Investment is expected to occur on August 28, 2007, subject to satisfaction of the closing conditions contained in the Securities Purchase Agreement. As a result of the stockholder vote, Invus, L.P. may be deemed to have acquired the shares of Issuer common stock to be issued in the Initial Investment. Based on the number of shares of Issuer common stock outstanding as of August 23, 2007, the date of the special meeting of stockholders of the Issuer, the aggregate number of shares of Issuer common stock to be purchased by Invus, L.P. in the Initial Investment is estimated to be 50,824,986. The number of shares actually issued at the closing may deviate from this estimate based on changes in the number of outstanding shares of Issuer common stock between August 23, 2007, and the date of the closing of the Initial Investment. The reported shares may be deemed to have been acquired by Invus, L.P. as described in footnote (1). 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. The reported shares are owned directly by Invus Public Equities, L.P. Invus Public Equities Advisors, LLC is the general partner of Invus Public Equities, L.P. Ulys, L.L.C. is the managing member of Invus Public Equities Advisors, LLC. Raymond Debbane is the sole member of Ulys, L.L.C. Accordingly, each of Invus Public Equities Advisors, LLC, Ulys, L.L.C. and Raymond Debbane may be deemend to be indirect beneficial owners of the reported shares. Each of Invus Public Equities Advisors, LLC, Ulys, L.L.C. and Raymond Debbance disclaims beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein. /s/ Raymond Debbane; ULYS, L.L.C. 2007-08-24 /s/ Raymond Debbane; INVUS, L.P., By: Invus Advisiors, L.L.C., its general partner 2007-08-24 /s/ Raymond Debbane; INVUS ADVISORS, L.L.C. 2007-08-24 /s/ Raymond Debbane 2007-08-24 -----END PRIVACY-ENHANCED MESSAGE-----