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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*
Ulys, LLC
(Last) (First) (Middle)
750 LEXINGTON AVENUE
30TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/17/2007 		3. Issuer Name and Ticker or Trading Symbol
LEXICON PHARMACEUTICALS, INC./DE [ LXRX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 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 3,891,108 I See Footnote(1)(2)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy) 06/17/2007 (3)(4)(5) Common Stock 16,498,353 3.0915 I See Footnote(6)
1. Name and Address of Reporting Person*
Ulys, LLC
(Last) (First) (Middle)
750 LEXINGTON AVENUE
30TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Invus, L.P.
(Last) (First) (Middle)
750 LEXINGTON AVENUE, 30TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
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)
1. Name and Address of Reporting Person*
Invus Public Equities, LP
(Last) (First) (Middle)
750 LEXINGTON AVENUE, 30TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
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)
1. Name and Address of Reporting Person*
DEBBANE RAYMOND
(Last) (First) (Middle)
C/O ULYS, L.L.C.
750 LEXINGTON AVENUE, 30TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
Explanation of Responses:
1. The reported shares are owned directly by Invus Public Equities, L.P. Invus Public Equities Advisors, L.L.C. is the general partner of Invus Public Equities, L.P. Ulys, L.L.C. is the managing member of Invus Public Equities, L.L.C. Raymond Debbane is the sole member of Ulys, L.L.C. Accordingly, each of Invus Public Equities Advisors, L.L.C., Ulys, L.L.C. and Raymond Debbane may be deemend to be indirect beneficial owners of the reported shares. (Continued to Footnote 2).
2. Each of Invus Public Equities Advisors, L.L.C., Ulys, L.L.C. and Raymond Debbance disclaims beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein. Invus Public Equities, L.P. and Invus Public Equities Advisors, L.L.C. do not beneficially own more than 10% of the outstanding shares of Issuer Common Stock; however, they are joining in the filing of this Statement because they may be deemed to be members of a group with Invus, L.P. and Invus Advisors, L.L.C. for purposes of Rule 16a-1(a)(1) under the Securities Exchange Act of 1934, as amended (the "Act"). The Reporting Persons do not affirm the existence of such a group for purposes of Section 16 of the Act or otherwise.
3. The warrants were issued to Invus, L.P. pursuant to a warrant agreement, dated June 17, 2007, between Invus, L.P. and the issuer. On June 17, 2007, Invus, L.P. and the issuer also entered into certain other agreements, including a securities purchase agreement, pursuant to which, and subject to the approval of the stockholders of the issuer, Invus, L.P. will make an initial investment in the issuer (the "Initial Investment") and have certain rights to make additional investments. (Continued to footnote 4).
4. If the closing of the Initial Investment occurs, any warrants not exercised prior to such closing will automatically terminate. In addition, the warrants will expire: (a) 30 business days after the stockholders meeting called to approve the transactions contemplated by the securities purchase agreement (so long as (i) the issuer has not breached the securities purchase agreement, (ii) the issuer's board of directors has not withdrawn its recommendation that the issuer's stockholders vote in favor of the transactions contemplated by the securities purchase agreement and (iii) certain alternative transactions have not been publicly proposed or consummated); (Continued to Footnote 5).
5. (b) three years after the termination of the securities purchase agreement if it is terminated due to a breach thereof by the issuer or upon the occurrence of its termination date; and (c) nine months following the stockholders meeting called to approve the transactions contemplated by the securities purchase agreement if the issuer' s board of directors has withdrawn its recommendation that the issuer's stockholders approve such transactions or certain alternative transactions have been publicly proposed or consummated.
6. The reported securities are owned directly by Invus, L.P. Invus Advisors, L.L.C. is the general partner of Invus, L.P. Ulys, L.L.C. is the managing member of Invus Advisors, L.L.C. Raymond Debbane is the sole member of Ulys, L.L.C. Accordingly, each of Invus Advisors, L.L.C, Ulys, L.L.C. and Raymond Debbane may be deemed to be indirect beneficial owners of the reported securities. Each of Invus Advisors, L.L.C., Ulys, L.L.C and Raymond Debbane disclaims beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein.
ULYS, L.L.C. By: /s/ Raymond Debbane 06/27/2007
INVUS, L.P. By: Invus Advisors, L.L.C., its general partner, By: /s/ Raymond Debbane 06/27/2007
INVUS ADVISORS, L.L.C. By: /s/ Raymond Debbane 06/27/2007
INVUS PUBLIC EQUITIES, L.P. By: Invus Public Equities Advisors, L.L.C., its general partner, By: /s/ Raymond Debbane 06/27/2007
INVUS PUBLIC EQUITIES ADVISORS, L.L.C. By: /s/ Raymond Debbane 06/27/2007
/s/ Raymond Debbane 06/27/2007
** 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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