Edgar Filing: LEXICON PHARMACEUTICALS, INC./DE

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Artal International S.C.A.

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)

(Last)

(First)

(Middle)

10-12 AVENUE PASTEUR

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2014

(Street)

LUXEMBOURG, N4 L-2310

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/26/2014		P		149,253,731	A	$ 1.005	149,253,731	I	See Footnotes ⁽¹⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock								247,818,843	I	See Footnotes ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock								5,553,292	I	See Footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Artal International S.C.A. 10-12 AVENUE PASTEUR LUXEMBOURG, N4 L-2310	X	X
Minne Pascal PLACE STE. GUDULE, 19 BRUXELLES, C9 B-1000	X	X
Invus, L.P. CLARENDON HOUSE, 2 CHURCH STREET HAMILTON HM II, D0	X	X
Invus Public Equities, L.P. CLARENDON HOUSE, 2 CHURCH STREET HAMILTON HM II, D0	X	X
Artal International Management S.A. 10-12 AVENUE PASTEUR LUXEMBOURG, N4 L-2310	X	X
Artal Group S.A. 10-12 AVENUE PASTEUR LUXEMBOURG, N4 L-2310	X	X
Westend S.A. 10-12 AVENUE PASTEUR LUXEMBOURG, N4 L-2310	X	X
Stichting Administratiekantoor Westend DE BOELELAAN 7, AMSTERDAM, P7 NL-1083 HJ	X	X
Invus Advisors, L.L.C. 750 LEXINGTON AVENUE, 30TH FLOOR NEW YORK, NY 10022	X	X
Invus Public Equities Advisors, LLC 750 LEXINGTON AVENUE, 30TH FLOOR NEW YORK, NY 10022	X	X

Signatures

ARTAL INTERNATIONAL S.C.A., By: ARTAL INTERNATIONAL MANAGEMENT S.A., its managing partner, By: /s/ Anne Goffard, Name: Anne Goffard, Title: Managing Director		11/26/2014
^**Signature of Reporting Person		Date
INVUS, L.P., By: INVUS ADVISORS, L.L.C., its general partner, By: /s/ Raymond Debbane, Name: Raymond Debbane, Title: President		11/26/2014
^**Signature of Reporting Person		Date
INVUS PUBLIC EQUITIES, L.P., By: INVUS PUBLIC EQUITIES ADVISORS, LLC., its general partner, By: /s/ Raymond Debbane, Name: Raymond Debbane, Title: President		11/26/2014
^**Signature of Reporting Person		Date
INVUS ADVISORS, L.L.C., By: /s/ Raymond Debbane, Name: Raymond Debbane, Title: President		11/26/2014
^**Signature of Reporting Person		Date
INVUS PUBLIC EQUITIES ADVISORS, LLC, By: /s/ Raymond Debbane, Name: Raymond Debbane, Title: President		11/26/2014
^**Signature of Reporting Person		Date
ARTAL INTERNATIONAL MANAGEMENT S.A., By: /s/ Anne Goffard, Name: Anne Goffard, Title: Managing Director		11/26/2014
^**Signature of Reporting Person		Date
ARTAL GROUP S.A., By: /s/ Anne Goffard, Name: Anne Goffard, Title: Authorized Person		11/26/2014
^**Signature of Reporting Person		Date
WESTEND S.A., By: /s/ Pascal Minne, Name: Pascal Minne, Title: Director		11/26/2014
^**Signature of Reporting Person		Date
STICHTING ADMINISTRATIEKANTOOR WESTEND, By: /s/ Pascal Minne, Name: Pascal Minne, Title: Sole Member of the Board		11/26/2014
^**Signature of Reporting Person		Date
PASCAL MINNE, /s/ Pascal Minne		11/26/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These securities are directly held by Artal International S.C.A.
(2)	These securities are directly held by Invus, L.P.
(3)	These securities are directly held by Invus Public Equities, L.P.
(4)	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. The managing partner of Artal International S.C.A. is Artal International Management S.A., both of which are wholly owned subsidiaries 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"). Mr. Pascal Minne is the sole member of the board of the Stichting.
(5)	Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Remarks: Invus C.V. directly holds 29,782,609 shares of Issuer common stock. None of the Reporting Persons listed in Footnote 4 hereof have any beneficial or pecuniary interest for purposes of Section 16 of the Exchange Act in the shares of Issuer common stock directly held by Invus C.V. For purposes of Section 16 of the Exchange Act, 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.