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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. )*
Lexicon Genetics Incorporated
Common Stock, Par Value $0.001
528872 10 4
December 31, 2002
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
o Rule 13d-1 (c)
x Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).
| 13G | ||||||
| CUSIP No. 528872 10 4 | ||||||
| 1. | Name of Reporting
Person: Arthur T. Sands, M.D., Ph.D. |
I.R.S. Identification Nos. of above persons (entities only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
| (a) | o | |||||
| (b) | o | |||||
| 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: 3,458,244 | |||||
| 6. | Shared Voting Power: None | |||||
| 7. | Sole Dispositive Power: 3,458,244 | |||||
| 8. | Shared Dispositive Power: None | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,458,244 |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): o |
|||||
| 11. | Percent of Class Represented by Amount in Row (9): 6.3% | |||||
| 12. | Type of Reporting Person (See Instructions): IN | |||||
Page 2 of 5
13G
| Item 1. | Name and Address of Issuer. | ||
| (a) | Name of Issuer: | ||
| Lexicon Genetics Incorporated | |||
| (b) | Address of Issuer's Principal Executive Offices: | ||
| 8800 Technology Forest Place The Woodlands, Texas 77381 |
|||
| Item 2. | Filer and Security Information. | ||
| (a) | Name of Person Filing: | ||
| Arthur T. Sands, M.D., Ph.D. | |||
| (b) | Address of Principal Business Office or, if none, Residence: | ||
| c/o Lexicon Genetics Incorporated 8800 Technology Forest Place The Woodlands, Texas 77381 |
|||
| (c) | Citizenship: | ||
| United States | |||
| (d) | Title of Class of Securities: | ||
| Common stock, par value $0.001 | |||
| (e) | CUSIP Number: | ||
| 528872 10 4 | |||
| 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) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | o | 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) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
Page 3 of 5
13G
| Item 4. | Ownership. | ||
| (a) | Amount beneficially owned: | ||
| 3,458,244* | |||
| (b) | Percent of class: | ||
| 6.3% | |||
| (c) | Number of shares as to which the person has: | ||
| (i) | Sole power to vote or to direct the vote: | ||
| 3,458,244* | |||
| (ii) | Shared power to vote or to direct the vote: | ||
| Not Applicable | |||
| (iii) | Sole power to dispose or to direct the disposition of: | ||
| 3,458,244* | |||
| (iv) | Shared power to dispose or to direct the disposition of: | ||
| Not Applicable | |||
| * Includes 60,000 shares held by spouse as custodian for minor children. Also includes 2,425,944 shares subject to options exercisable within 60 days of December 31, 2002. | |||
| Item 5. | Ownership of Five Percent or Less of a Class. | ||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. | |||
| Item 6. | Ownership of More than Five 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. | ||
| 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. | Certification. | ||
Not Applicable |
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Page 4 of 5
13G
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.
| Date: | February 12, 2003 |
| By: | /s/ ARTHUR T. SANDS |
| Name: | Arthur T. Sands, M.D., Ph.D. |
Page 5 of 5