SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

McCormac Paul

(Last)

(First)

(Middle)

C/O LEXEO THERAPEUTICS, INC.

345 PARK AVENUE SOUTH, FLOOR 6

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/02/2023

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

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	14,158	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B convertible preferred stock	⁽¹⁾	⁽¹⁾	Common Stock	2,743⁽¹⁾	⁽¹⁾	D
Employee Stock Option (right to buy)	⁽²⁾	03/21/2031	Common Stock	46,001	$2.33	D
Employee Stock Option (right to buy)	⁽³⁾	11/14/2031	Common Stock	112,028	$4.87	D
Employee Stock Option (right to buy)	⁽⁴⁾	08/21/2033	Common Stock	9,438	$11.02	D

Explanation of Responses:

1. Each share of Series B convertible preferred stock is convertible into Common Stock on a 1-for-10.594230 at any time at the Reporting Person's election, and automatically upon the closing of the Issuer's initial public offering without payment or further consideration. Excludes shares of Common Stock issuable upon the closing of the Issuer's initial public offering pursuant to anti-dilution adjustment provisions of the Series B convertible preferred stock. The shares have no expiration date.

2. 25% of the shares underlying the option vested on March 22, 2022, and 1/48th of the shares underlying the option vested or shall vest in monthly installments thereafter, subject to the Reporting Person's continuous service.

3. 25% of the shares underlying the option vested on August 11, 2022, and 1/48th of the shares underlying the option vested or shall vest in monthly installments thereafter, subject to the Reporting Person's continuous service.

4. 25% of the shares underlying the option shall vest on August 22, 2024, and 1/48th of the shares underlying the option shall vest in monthly installments thereafter, subject to the Reporting Person's continuous service.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Jenny Robertson, Attorney-in-Fact	11/02/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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