Sec Form 3 Filing - Ashe Carol Gail @ Elicio Therapeutics, Inc. - 2023-06-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 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) (Last) (First) (Middle) C/O ELICIO THERAPEUTICS, INC., 451 D STREET, 5TH FLOOR, SUITE 501 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2023 (Street) BOSTON, MA02210 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) ( 1 ) $ 13.81 ( 2 ) 03/31/2032 Common Stock 1,357 ( 2 ) D Stock Option (right to buy) ( 1 ) $ 9.39 ( 3 ) 09/02/2030 Common Stock 3,620 ( 3 ) D Stock Option (right to buy) ( 1 ) $ 3.87 ( 4 ) 12/06/2032 Common Stock 9,932 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ashe Carol Gail C/O ELICIO THERAPEUTICS, INC. 451 D STREET, 5TH FLOOR, SUITE 501 BOSTON, MA02210 X Signatures /s/ Nishant M. Dharia, Attorney-in-fact 06/07/2023 Signature of Reporting Person Date

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.

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