SC 13G/A 1 tm2427620d14_sc13ga.htm SC 13G/A

 

 

UNITED STATES 

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)

 

September 30, 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:

 

¨

 

¨

 

x

Rule 13d-1(b)

 

Rule 13d-1(c)

 

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No.   52886X107
1.

Names of Reporting Persons

 

Lundbeckfond Invest A/S

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨  (b) x (1) 

3. SEC Use Only
4.

Citizenship or Place of Organization

 

Denmark

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 5.

Sole Voting Power

 

942,671 shares

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

942,671 shares

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

942,671 shares

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     ¨
11.

Percent of Class Represented by Amount in Row (9)

 

2.9% (2)

12.

Type of Reporting Person (See Instructions)

 

CO

       

(1)All of such shares are Common Stock and held of record by Lundbeckfond. Lene Skole (“Skole”) is the Chief Executive Officer of Lundbeckfond and may be deemed to have sole power to vote and dispose of these shares. The directors of Lundbeckfond have delegated voting and dispositive power with respect to the shares held by Lundbeckfond to Skole.

 

(2)This calculation is based on 33,061,004 shares of Common Stock outstanding as of August 8, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 12, 2024 with the Securities and Exchange Commission (the “SEC”).

 

2 

 

 

CUSIP No.   52886X107
1.

Names of Reporting Persons

 

Lene Skole

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨ (b) x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

 

Denmark

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 5.

Sole Voting Power

 

942,671 shares

6.

Shared Voting Power

0

7.

Sole Dispositive Power

 

942,671 shares

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

942,671 shares

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     ¨
11.

Percent of Class Represented by Amount in Row (9)

 

2.9% (3)

12.

Type of Reporting Person (See Instructions)

 

IN

       

(1)All of such shares are Common Stock and held of record by Lundbeckfond. Skole is the Chief Executive Officer of Lundbeckfond and may be deemed to have sole power to vote and dispose of these shares. The directors of Lundbeckfond have delegated voting and dispositive power with respect to the shares held by Lundbeckfond to Skole.

 

(2)This calculation is based on 33,061,004 shares of Common Stock outstanding as of August 8, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 12, 2024 with the SEC.

 

3 

 

 

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, New York 10010

 
Item 2.
  (a)

Name of Person Filing

Lundbeckfond Invest A/S (“Lundbeckfond”)

Lene Skole (“Skole”)

  (b)

Address of Principal Business Office or, if none, Residence
Scherfigsvej 7 DK-2100, København Ø, Denmark

  (c)

Citizenship

Entities:            Lundbeckfond    -          Danish corporation

Individuals:     Skole                     -          Denmark

  (d)

Title of Class of Securities

Common Stock, $0.0001 par value (“Common Stock”)

  (e)

CUSIP Number

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:
   
  Not applicable

 
Item 4. Ownership
   
The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of September 30, 2024:

 
Reporting
Persons		  Shares Held
Directly		  Sole
Voting
Power		   Shared
Voting
Power		  Sole
Dispositive
Power		  Shared
Dispositive
Power		   Beneficial
Ownership		  Percentage
of Class (2)		 
Lundbeckfond (1)  942,671  942,671      942,671      942,671  2.9%
Skole (1)     942,671      942,671      942,671  2.9%

 

(1)All of such shares are Common Stock and held of record by Lundbeckfond. Skole is the Chief Executive Officer of Lundbeckfond and may be deemed to have sole power to vote and dispose of these shares. The directors of Lundbeckfond have delegated voting and dispositive power with respect to the shares held by Lundbeckfond to Skole.
(2)This calculation is based on 33,061,004 shares of Common Stock outstanding as of August 8, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 12, 2024 with the SEC.

 

Item 5. Ownership of Five Percent or Less of a Class
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x

 

4 

 

 

 

 
Item 6. Ownership of More than Five 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. Certification
   
  Not applicable

 

5 

 

 

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.

 

Dated: November 14, 2024

 

LUNDBECKFOND INVEST A/S  
   
By: /s/ Christian Elling  
  Name: Christian Elling  
  Title: Managing Partner  
   
/s/ Lene Skole  
LENE SKOLE, CEO  

 

   
  ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

6 

 

 

Exhibit(s):

 

AJoint Filing Agreement

 

7 

 

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Lexeo Therapeutics, Inc. is filed on behalf of each of us.

 

LUNDBECKFOND INVEST A/S  
   
By: /s/ Christian Elling  
  Name: Christian Elling  
  Title: Managing Partner  
   
/s/ Lene Skole  
LENE SKOLE, CEO