SEC FORM 3

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^*

Ashe Carol Gail

(Last)

(First)

(Middle)

C/O ELICIO THERAPEUTICS, INC.

451 D STREET, 5TH FLOOR, SUITE 501

(Street)

BOSTON

02210

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2023

3. Issuer Name and Ticker or Trading Symbol
Elicio Therapeutics, Inc. [ ELTX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	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)

X	Form filed by One Reporting Person
	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)⁽¹⁾	⁽²⁾	03/31/2032	Common Stock	1,357⁽²⁾	13.81	D
Stock Option (right to buy)⁽¹⁾	⁽³⁾	09/02/2030	Common Stock	3,620⁽³⁾	9.39	D
Stock Option (right to buy)⁽¹⁾	⁽⁴⁾	12/06/2032	Common Stock	9,932⁽⁴⁾	3.87	D

Explanation of Responses:

1. Shares of capital stock of the corporation then known as Elicio Therapeutics, Inc. ("Old Elicio") were converted into shares of the Issuer pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of January 17, 2023, by and among the Issuer, Arkham Merger Sub, Inc. and Old Elicio (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of capital stock was exchanged for 0.0181 shares of the Issuer's common stock, giving effect to a reverse split of the Issuer's common stock of 10-to-1.

2. Represents 1,357 stock options granted under the Issuer's 2012 Equity Incentive Plan. Twenty five percent (25%) of the stock options vest on the one-year anniversary of March 31, 2022 with the remaining options vesting in equal monthly installments over a three-year period thereafter.

3. Represents 3,620 stock options granted under the Issuer's 2012 Equity Incentive Plan. Twenty five percent (25%) of the stock options vest on the one-year anniversary of August 7, 2020 with the remaining options vesting in monthly installments over a three-year period thereafter.

4. Represents 9,932 stock options granted under the Issuer's 2022 Equity Incentive Plan. Twenty five percent (25%) of the stock options vest on the one-year anniversary of December 6, 2022 with the remaining options vesting in equal monthly installments over a two-year period thereafter.

Remarks:

Exhibit 24.1 - Power of Attorney.

	/s/ Nishant M. Dharia, Attorney-in-fact	06/07/2023
	** 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).
** 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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