This Schedule 13G/A reports the beneficial ownership positions of multiple Frazier Life Sciences entities in Lexeo Therapeutics, Inc. common stock and clarifies prior attributions. Frazier Life Sciences Public Fund, L.P. directly holds 3,073,467 shares and related entities hold additional positions including 624,804, 87,424, 232,784 and 406,246 shares across several affiliated funds, with individual percentages reported as high as 5.7% and others at 1.2%, 0.2%, 0.4% and 0.8% respectively.
The filing states these reported share amounts exclude certain warrants and discloses warrant ceilings: FLSPF holds warrants to purchase 2,647,440 shares; FLSPOF 781,005; FLS X 109,280; FLS XI 290,980; and FLS XII 507,809, each subject to a ~9.99% beneficial-ownership exercise limit. The statement explains shared voting and dispositive power structures through general partners and investment committees and corrects any prior over-attribution to individual committee members. The percentage calculations rely on the issuer's reported outstanding shares and shares sold in a public offering as set forth in the filing.
Positive
Clarifies beneficial ownership of Lexeo Therapeutics shares and corrects prior over-attribution to individual committee members
Discloses warrant holdings and exercise limits (e.g., FLSPF warrants for 2,647,440 shares), allowing clearer assessment of potential dilution
Negative
None.
Insights
TL;DR: Clarifying a >5% stake and allocation of warrants reduces prior over-attribution and improves disclosure transparency.
The filing provides detailed, corrective disclosure on who holds voting and dispositive power across multiple affiliated Frazier funds. The confirmation that FLSPF directly holds 3,073,467 shares (reported as ~5.7%) is material for investor ownership tables. The explicit exclusion of warrants from reported share counts and the identification of warrant volumes and 9.99% exercise limits is important for modeling potential dilution. This is primarily an informational, transparency-driven update rather than a change in control.
TL;DR: The statement corrects attribution of ownership among investment-committee-managed entities, narrowing individual director/member holdings.
The filing explains governance arrangements: several general partners are managed by investment committees whose members are not being attributed beneficial ownership of fund holdings, and the filing expressly corrects prior attributions. That clarification reduces ambiguity about which individuals exercise voting power over the reported stakes. For governance analysis, the distinction between shared fund-level power and individual member ownership is material to assessing influence but does not indicate any new corporate governance action.
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)
06/30/2025
(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
3,073,467.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,073,467.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,073,467.00
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)
5.7 %
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 the sum of (i) 33,196,997 shares of the Issuer's Common Stock outstanding as of May 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q/A filed with the SEC on May 15, 2025 and (ii) 20,790,120 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Current Report on Form 8-K filed with the SEC on May 27, 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
3,073,467.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,073,467.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,073,467.00
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)
5.7 %
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 the sum of (i) 33,196,997 shares of the Issuer's Common Stock outstanding as of May 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q/A filed with the SEC on May 15, 2025 and (ii) 20,790,120 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Current Report on Form 8-K filed with the SEC on May 27, 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
3,073,467.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,073,467.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,073,467.00
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)
5.7 %
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 the sum of (i) 33,196,997 shares of the Issuer's Common Stock outstanding as of May 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q/A filed with the SEC on May 15, 2025 and (ii) 20,790,120 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Current Report on Form 8-K filed with the SEC on May 27, 2025.
SCHEDULE 13G
CUSIP No.
52886X107
1
Names of Reporting Persons
Frazier Life Sciences Public Overage 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
624,804.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
624,804.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
624,804.00
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)
1.2 %
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 the sum of (i) 33,196,997 shares of the Issuer's Common Stock outstanding as of May 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q/A filed with the SEC on May 15, 2025 and (ii) 20,790,120 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Current Report on Form 8-K filed with the SEC on May 27, 2025.
SCHEDULE 13G
CUSIP No.
52886X107
1
Names of Reporting Persons
FHMLSP Overage, 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
624,804.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
624,804.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
624,804.00
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)
1.2 %
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 the sum of (i) 33,196,997 shares of the Issuer's Common Stock outstanding as of May 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q/A filed with the SEC on May 15, 2025 and (ii) 20,790,120 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Current Report on Form 8-K filed with the SEC on May 27, 2025.
SCHEDULE 13G
CUSIP No.
52886X107
1
Names of Reporting Persons
FHMLSP Overage, 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
624,804.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
624,804.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
624,804.00
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)
1.2 %
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 the sum of (i) 33,196,997 shares of the Issuer's Common Stock outstanding as of May 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q/A filed with the SEC on May 15, 2025 and (ii) 20,790,120 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Current Report on Form 8-K filed with the SEC on May 27, 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)
0.2 %
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 the sum of (i) 33,196,997 shares of the Issuer's Common Stock outstanding as of May 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q/A filed with the SEC on May 15, 2025 and (ii) 20,790,120 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Current Report on Form 8-K filed with the SEC on May 27, 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)
0.2 %
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 the sum of (i) 33,196,997 shares of the Issuer's Common Stock outstanding as of May 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q/A filed with the SEC on May 15, 2025 and (ii) 20,790,120 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Current Report on Form 8-K filed with the SEC on May 27, 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)
0.2 %
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 the sum of (i) 33,196,997 shares of the Issuer's Common Stock outstanding as of May 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q/A filed with the SEC on May 15, 2025 and (ii) 20,790,120 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Current Report on Form 8-K filed with the SEC on May 27, 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)
0.4 %
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 the sum of (i) 33,196,997 shares of the Issuer's Common Stock outstanding as of May 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q/A filed with the SEC on May 15, 2025 and (ii) 20,790,120 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Current Report on Form 8-K filed with the SEC on May 27, 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)
0.4 %
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 the sum of (i) 33,196,997 shares of the Issuer's Common Stock outstanding as of May 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q/A filed with the SEC on May 15, 2025 and (ii) 20,790,120 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Current Report on Form 8-K filed with the SEC on May 27, 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)
0.4 %
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 the sum of (i) 33,196,997 shares of the Issuer's Common Stock outstanding as of May 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q/A filed with the SEC on May 15, 2025 and (ii) 20,790,120 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Current Report on Form 8-K filed with the SEC on May 27, 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)
0.8 %
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 the sum of (i) 33,196,997 shares of the Issuer's Common Stock outstanding as of May 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q/A filed with the SEC on May 15, 2025 and (ii) 20,790,120 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Current Report on Form 8-K filed with the SEC on May 27, 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)
0.8 %
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 the sum of (i) 33,196,997 shares of the Issuer's Common Stock outstanding as of May 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q/A filed with the SEC on May 15, 2025 and (ii) 20,790,120 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Current Report on Form 8-K filed with the SEC on May 27, 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)
0.8 %
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 the sum of (i) 33,196,997 shares of the Issuer's Common Stock outstanding as of May 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q/A filed with the SEC on May 15, 2025 and (ii) 20,790,120 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Current Report on Form 8-K filed with the SEC on May 27, 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)
0.2 %
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 the sum of (i) 33,196,997 shares of the Issuer's Common Stock outstanding as of May 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q/A filed with the SEC on May 15, 2025 and (ii) 20,790,120 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Current Report on Form 8-K filed with the SEC on May 27, 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)
0.2 %
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 the sum of (i) 33,196,997 shares of the Issuer's Common Stock outstanding as of May 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q/A filed with the SEC on May 15, 2025 and (ii) 20,790,120 shares of Common Stock that were sold by the Issuer in connection with its public offering as set forth as described in the Issuer's Current Report on Form 8-K filed with the SEC on May 27, 2025.
SCHEDULE 13G
CUSIP No.
52886X107
1
Names of Reporting Persons
Albert Cha
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
52886X107
1
Names of Reporting Persons
James Brush
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
52886X107
1
Names of Reporting Persons
Daniel Estes
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
IN
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 Public Overage Fund, L.P. ("FLSPOF")
FHMLSP Overage, L.P.
FHMLSP Overage, 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")
Albert Cha ("Cha")
James Brush ("Brush")
Daniel Estes ("Estes" and together with Topper, Heron, Cha and Brush, 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 3,073,467 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, and this Statement corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior Statements.
FLSPOF directly holds 624,804 shares of Common Stock. FHMLSP Overage, L.P. is the general partner of FLSPOF and the general partner of FHMLSP Overage, L.P. is FHMLSP Overage, 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 FLSPOF, and this Statement corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior Statements.
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, and this Statement corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior Statements.
FLS XII directly holds 406,246 shares of Common Stock. FHMLS XI, 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, and this Statement corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior Statements.
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 2,647,440 shares of Common Stock, (ii) FLSPOF holds Warrants to purchase 781,005 shares of Common Stock, (iii) FLS X holds Warrants to purchase 109,280 shares of Common Stock, (iv) FLS XI holds Warrants to purchase 290,980 shares of Common Stock and (v) 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.
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/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P., GP of Frazier Life Sciences Public Fund, L.P.
Date:
08/14/2025
FHMLSP, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P.
Date:
08/14/2025
FHMLSP, L.L.C.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLSP, L.L.C.
Date:
08/14/2025
Frazier Life Sciences Public Overage Fund, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLSP Overage, L.L.C., GP of FHMLSP Overage, L.P., GP of Frazier Life Sciences Public Overage Fund, L.P.
Date:
08/14/2025
FHMLSP Overage, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLSP Overage, L.L.C., GP of FHMLSP Overage, L.P.
Date:
08/14/2025
FHMLSP Overage, L.L.C.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLSP Overage, L.L.C.
Date:
08/14/2025
Frazier Life Sciences X, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P., GP of Frazier Life Sciences X, L.P.
Date:
08/14/2025
FHMLS X, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P.
Date:
08/14/2025
FHMLS X, L.L.C.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLS X, L.L.C.
Date:
08/14/2025
Frazier Life Sciences XI, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P., GP of Frazier Life Sciences XI, L.P.
Date:
08/14/2025
FHMLS XI, L.P.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P.
Date:
08/14/2025
FHMLS XI, L.L.C.
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, CFO of FHMLS XI, L.L.C.
Date:
08/14/2025
Frazier Life Sciences XII, L.P.
Signature:
/s/ Gordon Empey
Name/Title:
By Gordon Empey, General Counsel of FHMLS XII, L.L.C., GP of FHMLS XII, L.P., GP of Frazier Life Sciences XII, L.P.
Date:
08/14/2025
FHMLS XII, L.P.
Signature:
/s/ Gordon Empey
Name/Title:
By Gordon Empey, General Counsel of FHMLS XII, L.L.C., GP of FHMLS XII, L.P.
Date:
08/14/2025
FHMLS XII, L.L.C.
Signature:
/s/ Gordon Empey
Name/Title:
By Gordon Empey, General Counsel of FHMLS XII, L.L.C.
Date:
08/14/2025
James N. Topper
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, Attorney-in-Fact for James N. Topper, pursuant to a Power of Attorney, a copy of which was filed with the SEC on July 31, 2017
Date:
08/14/2025
Patrick J. Heron
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, Attorney-in-Fact for Patrick J. Heron, pursuant to a Power of Attorney, a copy of which was filed with the SEC on July 31, 2017
Date:
08/14/2025
Albert Cha
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, Attorney-in-Fact for Albert Cha, pursuant to a Power of Attorney, a copy of which was filed with the SEC on August 16, 2021
Date:
08/14/2025
James Brush
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, Attorney-in-Fact for James Brush, pursuant to a Power of Attorney, a copy of which was filed with the SEC on August 16, 2021
Date:
08/14/2025
Daniel Estes
Signature:
/s/ Steve R. Bailey
Name/Title:
By Steve R. Bailey, Attorney-in-Fact for Daniel Estes, pursuant to a Power of Attorney, a copy of which was filed with the SEC on April 18, 2022
Date:
08/14/2025
Exhibit Information
Exhibit 99.1 Joint Filing Agreement, dated as of June 4, 2025, incorporated by reference into this Statement.
What stake in Lexeo Therapeutics (LXEO) does Frazier Life Sciences Public Fund, L.P. report?
Frazier Life Sciences Public Fund, L.P. directly reports ownership of 3,073,467 shares, reported as approximately 5.7% of the class.
Do the reported share totals include warrants for LXEO?
No. The filing states the reported share amounts exclude warrants; it separately discloses warrant holdings such as 2,647,440 warrants held by FLSPF and others for affiliated funds.
How were the ownership percentages calculated in the filing for LXEO?
Percentages are calculated based on the issuer's reported outstanding common shares combined with shares sold in a public offering as described in the filing, producing the reported percentages (for example, 5.7% for 3,073,467 shares).
Which Frazier entities report shared voting or dispositive power over LXEO shares?
Multiple affiliated entities report shared voting and shared dispositive power, including FLSPF, FHMLSP-affiliated funds, FLSPOF, FLS X, FLS XI and FLS XII, with shared voting power figures listed for each on the cover pages.
Does the filing change who is attributed ownership among investment-committee-managed entities?
Yes. The filing states that members of certain investment committees are not attributed beneficial ownership of securities held by the funds, and it corrects any prior overstatements of such individual attributions.
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