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* Omega Fund VI, L.P. (Last) (First) (Middle) 888 BOYLSTON STREET, SUITE 1111 (Street) BOSTON MA 02199 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/02/2023	3. Issuer Name and Ticker or Trading Symbol Lexeo Therapeutics, Inc. [ LXEO ]
		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)

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
Series A convertible preferred stock	(1)	(1)	Common Stock	1,415,865	(1)	D(2)
Series B convertible preferred stock	(3)	(3)	Common Stock	246,883(3)	(3)	D(2)

1. Name and Address of Reporting Person* Omega Fund VI, L.P. (Last) (First) (Middle) 888 BOYLSTON STREET, SUITE 1111 (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Omega Fund VI GP, L.P. (Last) (First) (Middle) 888 BOYLSTON STREET, SUITE 1111 (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Omega Fund VI GP Manager, Ltd. (Last) (First) (Middle) 888 BOYLSTON STREET, SUITE 1111 (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Stampacchia Otello (Last) (First) (Middle) C/O OMEGA FUNDS 888 BOYLSTON ST., SUITE 1111 (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Nessi Claudio (Last) (First) (Middle) C/O OMEGA FUNDS 888 BOYLSTON STREET, SUITE 1111 (Street) BOSTON MA (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Paster Anne-Mari (Last) (First) (Middle) C/O OMEGA FUNDS 888 BOYLSTON STREET, SUITE 1111 (Street) BOSTON MA 02119 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Each share of Series A convertible preferred stock is convertible into Common Stock on a 1-for-10.594230 basis at any time at the Reporting Person's election, and automatically upon the closing of the Issuer's initial public offering without payment or further consideration. The shares have no expiration date.

2. The reported securities are held by Omega Fund VI, L.P. ("Omega VI"). The reported securities may be deemed to be beneficially owned by each of Omega Fund VI GP, L.P. ("Omega VI GP"), as the general partner of Omega VI, and Omega Fund VI GP Manager, Ltd. ("Omega VI GP Manager"), as the general partner of Omega VI GP. Otello Stampacchia, Claudio Nessi and Anne-Mari Paster are all the shareholders and directors of Omega VI GP Manager and have shared voting and investment power over the shares held by Omega VI and, as a result, may each be deemed to beneficially own the reported securities. Each of such individuals disclaims beneficial ownership of the shares held by Omega VI.

3. Each share of Series B convertible preferred stock is convertible into Common Stock on a 1-for-10.594230 basis at any time at the Reporting Person's election, and automatically upon the closing of the Issuer's initial public offering without payment or further consideration. Excludes shares of Common Stock issuable upon the closing of the Issuer's initial public offering pursuant to anti-dilution adjustment provisions of the Series B convertible preferred stock. The shares have no expiration date.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Otello Stampacchia, authorized signatory	11/02/2023
	/s/ Otello Stampacchia, authorized signatory	11/02/2023
	/s/ Otello Stampacchia, authorized signatory	11/02/2023
	/s/ Otello Stampacchia, authorized signatory	11/02/2023
	/s/ Otello Stampacchia, authorized signatory	11/02/2023
	/s/ Otello Stampacchia, authorized signatory	11/02/2023
	** 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).
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