Lexeo Therapeutics, Inc. received an amended Schedule 13G from a group of Frazier Life Sciences investment entities reporting passive ownership of its common stock. The largest holder, Frazier Life Sciences Public Fund, L.P., directly holds 3,698,271 shares, representing 5.1% of the common stock class, based on 72,987,327 shares outstanding as of November 3, 2025.
Additional Frazier-managed funds hold smaller positions, including 87,424 shares by Frazier Life Sciences X, L.P., 232,784 shares by Frazier Life Sciences XI, L.P., and 406,246 shares by Frazier Life Sciences XII, L.P. Several general-partner and management entities are listed because they share voting and investment power over these positions.
The filing notes that these figures exclude warrants and prefunded warrants. The funds also hold Warrants to purchase 3,428,445 shares for FLSPF, 109,280 for FLS X, 290,980 for FLS XI, and 507,809 for FLS XII, each subject to a 9.99% beneficial ownership cap upon exercise. The reporting group certifies the holdings are not for the purpose of changing or influencing control of Lexeo.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Lexeo Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
52886X107
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
52886X107
1
Names of Reporting Persons
Frazier Life Sciences Public Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,698,271.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,698,271.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,698,271.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 include shares that were acquired from Frazier Life Sciences Public Overage Fund, L.P. pursuant to a merger between Frazier Life Sciences Public Overage Fund, L.P. and Frazier Life Sciences Public Fund, L.P., but do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 72,987,327 shares of Common Stock outstanding on November 3, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025.
SCHEDULE 13G
CUSIP No.
52886X107
1
Names of Reporting Persons
FHMLSP, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,698,271.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,698,271.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,698,271.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 include shares that were acquired from Frazier Life Sciences Public Overage Fund, L.P. pursuant to a merger between Frazier Life Sciences Public Overage Fund, L.P. and Frazier Life Sciences Public Fund, L.P., but do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 72,987,327 shares of Common Stock outstanding on November 3, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025.
SCHEDULE 13G
CUSIP No.
52886X107
1
Names of Reporting Persons
FHMLSP, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,698,271.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,698,271.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,698,271.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 include shares that were acquired from Frazier Life Sciences Public Overage Fund, L.P. pursuant to a merger between Frazier Life Sciences Public Overage Fund, L.P. and Frazier Life Sciences Public Fund, L.P., but do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 72,987,327 shares of Common Stock outstanding on November 3, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025.
SCHEDULE 13G
CUSIP No.
52886X107
1
Names of Reporting Persons
Frazier Life Sciences X, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
87,424.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
87,424.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
87,424.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 72,987,327 shares of Common Stock outstanding on November 3, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025.
SCHEDULE 13G
CUSIP No.
52886X107
1
Names of Reporting Persons
FHMLS X, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
87,424.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
87,424.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
87,424.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 72,987,327 shares of Common Stock outstanding on November 3, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025.
SCHEDULE 13G
CUSIP No.
52886X107
1
Names of Reporting Persons
FHMLS X, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
87,424.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
87,424.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
87,424.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 72,987,327 shares of Common Stock outstanding on November 3, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025.
SCHEDULE 13G
CUSIP No.
52886X107
1
Names of Reporting Persons
Frazier Life Sciences XI, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
232,784.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
232,784.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
232,784.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.3 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 72,987,327 shares of Common Stock outstanding on November 3, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025.
SCHEDULE 13G
CUSIP No.
52886X107
1
Names of Reporting Persons
FHMLS XI, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
232,784.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
232,784.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
232,784.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.3 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 72,987,327 shares of Common Stock outstanding on November 3, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025.
SCHEDULE 13G
CUSIP No.
52886X107
1
Names of Reporting Persons
FHMLS XI, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
232,784.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
232,784.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
232,784.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.3 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 72,987,327 shares of Common Stock outstanding on November 3, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025.
SCHEDULE 13G
CUSIP No.
52886X107
1
Names of Reporting Persons
Frazier Life Sciences XII, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
406,246.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
406,246.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
406,246.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.6 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 72,987,327 shares of Common Stock outstanding on November 3, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025.
SCHEDULE 13G
CUSIP No.
52886X107
1
Names of Reporting Persons
FHMLS XII, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
406,246.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
406,246.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
406,246.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.6 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 72,987,327 shares of Common Stock outstanding on November 3, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025.
SCHEDULE 13G
CUSIP No.
52886X107
1
Names of Reporting Persons
FHMLS XII, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
406,246.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
406,246.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
406,246.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held by the Reporting Person and do not include any warrants held by the Reporting Person. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 72,987,327 shares of Common Stock outstanding on November 3, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025.
SCHEDULE 13G
CUSIP No.
52886X107
1
Names of Reporting Persons
James N. Topper
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
87,424.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
87,424.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
87,424.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held directly by Frazier Life Sciences X, L.P. and do not include any warrants held directly by Frazier Life Sciences X, L.P. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 72,987,327 shares of Common Stock outstanding on November 3, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025.
SCHEDULE 13G
CUSIP No.
52886X107
1
Names of Reporting Persons
Patrick J. Heron
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
87,424.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
87,424.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
87,424.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The amounts reported in rows 6, 8 and 9 represent shares held directly by Frazier Life Sciences X, L.P. and do not include any warrants held directly by Frazier Life Sciences X, L.P. See item 4(a) to this Statement.
The percentage listed in row 11 is calculated based on 72,987,327 shares of Common Stock outstanding on November 3, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025.
SCHEDULE 13G
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, NY, 10010.
Item 2.
(a)
Name of person filing:
The entities and persons filing this statement (collectively, the "Reporting Persons") are:
Frazier Life Sciences Public Fund, L.P. ("FLSPF")
FHMLSP, L.P. FHMLSP, L.L.C.
Frazier Life Sciences X, L.P. ("FLS X")
FHMLS X, L.P.
FHMLS X, L.L.C.
Frazier Life Sciences XI, L.P. ("FLS XI")
FHMLS XI, L.P.
FHMLS XI, L.L.C.
Frazier Life Sciences XII, L.P. ("FLS XII")
FHMLS XII, L.P.
FHMLS XII, L.L.C.
James N. Topper ("Topper")
Patrick J. Heron ("Heron" and together with Topper, the "Members")
(b)
Address or principal business office or, if none, residence:
The address of the principal place of business for each of the Reporting Persons is:
c/o Frazier Life Sciences Management, L.P.
1001 Page Mill Rd, Building 4, Suite B
Palo Alto, CA 94304
(c)
Citizenship:
The information contained in row 4 of each Reporting Person's cover page to this Statement is incorporated by reference.
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP No.:
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:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information contained in row 9 of each Reporting Person's cover page to this Statement (including the footnotes thereto) is incorporated by reference.
FLSPF directly holds 3,698,271 shares of Common Stock. FHMLSP, L.P. is the general partner of FLSPF and the general partner of FHMLSP, L.P. is FHMLSP, L.L.C., which is managed by an investment committee of four that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLSPF.
FLS X directly holds 87,424 shares of Common Stock. FHMLS X, L.P. is the general partner of FLS X and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Heron and Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares of Common Stock held by FLS X.
FLS XI directly holds 232,784 shares of Common Stock. FHMLS XI, L.P. is the general partner of FLS XI and the general partner of FHMLS XI, L.P. is FHMLS XI, L.L.C., which is managed by an investment committee of three that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLS XI.
FLS XII directly holds 406,246 shares of Common Stock. FHMLS XII, L.P. is the general partner of FLS XII and the general partner of FHMLS XII, L.P. is FHMLS XII, L.L.C., which is managed by an investment committee of three that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLS XII.
The above referenced beneficial ownership and amounts reflected on the cover pages hereto do not include certain warrants and prefunded warrants to acquire shares of Common Stock (the "Warrants"), the exercise of which is subject to certain beneficial ownership limitations. In this regard, (i) FLSPF holds Warrants to purchase 3,428,445 shares of Common Stock, (ii) FLS X holds Warrants to purchase 109,280 shares of Common Stock, (iii) FLS XI holds Warrants to purchase 290,980 shares of Common Stock and (iv) FLS XII holds Warrants to purchase 507,809 shares of Common Stock, each of which cannot be exercised, if, upon giving effect to such exercise, the aggregate number of shares of Common Stock beneficially owned by the holder of such Warrant (together with its affiliates or any other persons acting as a group together with such holder) would exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise.
Except as specifically stated herein, the filing of this Statement shall not be construed as an admission that any Reporting Person or any of the foregoing is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Statement or a member of a "group" with any other person.
(b)
Percent of class:
The information contained in row 11 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information contained in row 5 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
The information contained in row 6 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information contained in row 7 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information contained in row 8 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 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.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Frazier Life Sciences Public Fund, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P., GP of Frazier Life Sciences Public Fund, L.P.
Date:
02/13/2026
FHMLSP, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P.
Date:
02/13/2026
FHMLSP, L.L.C.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLSP, L.L.C.
Date:
02/13/2026
Frazier Life Sciences X, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P., GP of Frazier Life Sciences X, L.P.
Date:
02/13/2026
FHMLS X, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P.
Date:
02/13/2026
FHMLS X, L.L.C.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS X, L.L.C.
Date:
02/13/2026
Frazier Life Sciences XI, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P., GP of Frazier Life Sciences XI, L.P.
Date:
02/13/2026
FHMLS XI, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P.
Date:
02/13/2026
FHMLS XI, L.L.C.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS XI, L.L.C.
Date:
02/13/2026
Frazier Life Sciences XII, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS XII, L.L.C., GP of FHMLS XII, L.P., GP of Frazier Life Sciences XII, L.P.
Date:
02/13/2026
FHMLS XII, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS XII, L.L.C., GP of FHMLS XII, L.P.
Date:
02/13/2026
FHMLS XII, L.L.C.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS XII, L.L.C.
Date:
02/13/2026
James N. Topper
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, Attorney-in-Fact for James N. Topper, pursuant to a Power of Attorney, a copy of which was filed with the SEC on January 27, 2026
Date:
02/13/2026
Patrick J. Heron
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, Attorney-in-Fact for Patrick Heron, pursuant to a Power of Attorney, a copy of which was filed with the SEC on January 27, 2026
What ownership stake in Lexeo Therapeutics (LXEO) is reported by Frazier Life Sciences?
Frazier Life Sciences Public Fund, L.P. reports owning 3,698,271 Lexeo shares, or 5.1% of the common stock class. This percentage is based on 72,987,327 shares outstanding as of November 3, 2025, as disclosed in Lexeo’s Form 10-Q.
Which Frazier Life Sciences entities hold Lexeo Therapeutics (LXEO) common stock?
The filing lists multiple related Frazier entities as reporting persons. These include Frazier Life Sciences Public Fund, L.P., Frazier Life Sciences X, XI, and XII funds, their associated FHMLS and FHMLSP general-partner entities, and individuals James N. Topper and Patrick J. Heron with shared power over certain holdings.
How many Lexeo Therapeutics (LXEO) shares do the Frazier Life Sciences X, XI, and XII funds hold?
Frazier Life Sciences X, L.P. holds 87,424 shares, XI holds 232,784 shares, and XII holds 406,246 shares of Lexeo common stock. Each position is reported with shared voting and dispositive power through affiliated general-partner and management entities.
Are warrants included in Frazier Life Sciences’ reported Lexeo (LXEO) ownership?
No, the reported share amounts exclude warrants and prefunded warrants. Separately, FLSPF holds Warrants for 3,428,445 shares, FLS X for 109,280, FLS XI for 290,980, and FLS XII for 507,809 shares, each subject to a 9.99% beneficial ownership limitation upon exercise.
What beneficial ownership limitation applies to Frazier’s Lexeo (LXEO) warrants?
Each Warrant includes a 9.99% beneficial ownership cap. They cannot be exercised if, after exercise, the holder and its affiliates would beneficially own more than 9.99% of Lexeo’s outstanding common stock, effectively restricting how many shares can be acquired at one time.
Does the Frazier Life Sciences group seek control of Lexeo Therapeutics (LXEO)?
The reporting group certifies that its Lexeo holdings are not for changing or influencing control of the company. The Schedule 13G states the securities were not acquired and are not held with a control intent, consistent with a passive investment filing.
Whose signature appears on the Frazier Life Sciences Schedule 13G/A for Lexeo (LXEO)?
Jennifer Martin signs the statement in multiple capacities. She signs as CFO of various FHMLSP and FHMLS general-partner entities and as attorney-in-fact for James N. Topper and Patrick J. Heron, under previously filed powers of attorney dated January 27, 2026.
