SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Artal International S.C.A.

(Last) (First) (Middle)
10-12 AVENUE PASTEUR

(Street)
LUXEMBOURG N4 L-2310

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LEXICON PHARMACEUTICALS, INC./DE [ LXRX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/23/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/23/2012 P(1) 3,000,000 A $2.25 283,154,744 I See Footnote(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Artal International S.C.A.

(Last) (First) (Middle)
10-12 AVENUE PASTEUR

(Street)
LUXEMBOURG N4 L-2310

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Invus, L.P.

(Last) (First) (Middle)
CLARENDON HOUSE, 2 CHURCH STREET

(Street)
HAMILTON HM II D0

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Invus Advisors, L.L.C.

(Last) (First) (Middle)
750 LEXINGTON AVENUE, 30TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Invus Public Equities, L.P.

(Last) (First) (Middle)
CLARENDON HOUSE, 2 CHURCH STREET

(Street)
HAMILTON HM II D0

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Invus Public Equities Advisors, LLC

(Last) (First) (Middle)
750 LEXINGTON AVENUE, 30TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Artal International Management S.A.

(Last) (First) (Middle)
10-12 AVENUE PASTEUR

(Street)
LUXEMBOURG N4 L-2310

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Artal Group S.A.

(Last) (First) (Middle)
10-12 AVENUE PASTEUR

(Street)
LUXEMBOURG N4 L-2310

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WESTEND S.A.

(Last) (First) (Middle)
10-12 AVENUE PASTEUR

(Street)
LUXEMBOURG N4 L-2310

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Stichting Administratiekantoor Westend

(Last) (First) (Middle)
DE BOELELAAN 7,

(Street)
AMSTERDAM P7 NL-1083 HJ

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Minne Pascal

(Last) (First) (Middle)
PLACE STE. GUDULE, 19

(Street)
BRUXELLES C9 B-1000

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On October 23, 2012, Invus, L.P. agreed to purchase 3,000,000 shares of Issuer common stock from the underwriters in a public offering of Issuer common stock. The purchase closed on October 23, 2012.
2. 247,818,843 of the reported shares of Issuer common stock are owned directly by Invus, L.P., 29,782,609 of the reported shares of Issuer common stock are owned directly by Invus C.V. and 5,553,292 of the reported shares of Issuer common stock are owned directly by Invus Public Equities, L.P. Invus Advisors, L.L.C. is the general partner of Invus, L.P., and Invus Public Equities Advisors, LLC is the general partner of Invus Public Equities, L.P. Artal International S.C.A. is the managing member of each of Invus Advisors, L.L.C. and Invus Public Equities Advisors, LLC. Artal International Management S.A. is the managing partner of Artal International S.C.A., which is a wholly owned subsidiary of Artal Group S.A., which is a wholly owned subsidiary of Westend S.A., which is a wholly owned subsidiary of Stichting Administratiekantoor Westend (the "Stichting"). (Continued in footnote 3)
3. Mr. Pascal Minne is the sole member of the board of the Stichting. Ulys, L.L.C. is the general partner of Invus C.V., and Mr. Raymond Debbane is the sole member of Ulys, L.L.C. Accordingly, each of the Reporting Persons may be deemed to be beneficial owners of some or all of the reported securities. Each of the Reporting Persons disclaims beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein.
Remarks:
Form 4 (1 of 2). This Form 4 relates to the Form 4 filed on the date hereof by Invus C.V., Ulys, L.L.C. and Mr. Debbane with respect to the 3,000,000 shares of Issuer common stock purchased by Invus, L.P. Such Reporting Persons, together with Artal International S.C.A., Invus, L.P., Invus Public Equities, L.P., Invus Advisors, L.L.C., Invus Public Equities Advisors, LLC, Artal International Management S.A., Artal Group S.A., Westend S.A., Stichting Administratiekantoor Westend and Mr. Minne, are joint filers with respect to such transaction. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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.
ARTAL INTERNATIONAL S.C.A., By: ARTAL INTERNATIONAL MANAGEMENT S.A, its managing partner, By: /s/ Anne Goffard, Name: Anne Goffard, Title: Managing Director 10/25/2012
INVUS, L.P., By: INVUS ADVISORS, L.L.C., its general partner, By: /s/ Raymond Debbane, Name: Raymond Debbane, Title: President 10/25/2012
INVUS PUBLIC EQUITIES, L.P., By: INVUS PUBLIC EQUITIES ADVISORS, LLC, its general partner, By: /s/ Raymond Debbane, Name: Raymond Debbane, Title: President 10/25/2012
INVUS ADVISORS, L.L.C., By: /s/ Raymond Debbane, Name: Raymond Debbane, Title: President 10/25/2012
INVUS PUBLIC EQUITIES ADVISORS, LLC, By: /s/ Raymond Debbane, Name: Raymond Debbane, Title: President 10/25/2012
ARTAL INTERNATIONAL MANAGEMENT S.A., By: /s/ Anne Goffard, Name: Anne Goffard, Title: Managing Director 10/25/2012
ARTAL GROUP S.A., By: /s/ Anne Goffard, Name: Anne Goffard, Title: Authorized Person 10/25/2012
WESTEND S.A., By: /s/ Pascal Minne, Name: Pascal Minne, Title: Director 10/25/2012
STICHTING ADMINISTRATIEKANTOOR WESTEND, By: /s/ Pascal Minne, Name: Pascal Minne, Title: Sole Member of the Board 10/25/2012
PASCAL MINNE, /s/ Pascal Minne 10/25/2012
** 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 4 (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).
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