SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Venkatesan Jay

(Last)

(First)

(Middle)

C/O ELICIO THERAPEUTICS, INC.

451 D STREET, 5TH FLOOR, SUITE 501

(Street)

BOSTON

02210

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Warrants	$5	06/28/2024		P		50,000		⁽¹⁾	⁽²⁾	Common Stock	50,000	$0	50,000	D
Pre-Funded Warrants	$0.01	06/28/2024		P		50,000		⁽³⁾	⁽⁴⁾	Common Stock	50,000	$4.99	50,000	D
Common Warrants	$5	06/28/2024		P		50,000		⁽¹⁾	⁽²⁾	Common Stock	50,000	$0	50,000	I	See footnote⁽⁵⁾
Pre-Funded Warrants	$0.01	06/28/2024		P		50,000		⁽³⁾	⁽⁴⁾	Common Stock	50,000	$4.99	50,000	I	See footnote⁽⁵⁾
Common Warrants	$5	06/28/2024		P		50,000		⁽¹⁾	⁽²⁾	Common Stock	50,000	$0	50,000	I	See footnote⁽⁵⁾
Pre-Funded Warrants	$0.01	06/28/2024		P		50,000		⁽³⁾	⁽⁴⁾	Common Stock	50,000	$4.99	50,000	I	See footnote⁽⁵⁾
Common Warrants	$5	06/28/2024		P		50,000		⁽¹⁾	⁽²⁾	Common Stock	50,000	$0	50,000	I	See footnote⁽⁵⁾
Pre-Funded Warrants	$0.01	06/28/2024		P		50,000		⁽³⁾	⁽⁴⁾	Common Stock	50,000	$4.99	50,000	I	See footnote⁽⁵⁾

Explanation of Responses:

1. Each Common Warrant will be exercisable by the holder at any time on or after July 1, 2024 at an exercise price equal to $5.00 per share, subject to adjustments as provided under the terms of the Common Warrant, subject to a post-exercise beneficial ownership limitation of 4.99%.

2. The Common Warrants expire on July 1, 2029.

3. Each Pre-Funded Warrant will be exercisable by the holder at any time on or after July 1, 2024 at an exercise price equal to $0.01 per share, subject to adjustments as provided under the terms of the Pre-Funded Warrant, subject to a post-exercise beneficial ownership limitation of 4.99%.

4. The Pre-Funded Warrants do not have an expiration date.

5. The Reporting Person may be deemed to have shared voting and investment power over the trust which holds these securities. A Member of the Reporting Person's immediate family is the beneficiary of the trust which holds these securities. The Reporting Person disclaims beneficial ownership of the securities held by the trust which holds these securities except to the extent of his pecuniary interest therein, if any.

	/s/ Jay Venkatesan	07/02/2024
	** 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 4 (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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SEC Form 4 filed by Director Venkatesan Jay