SEC Form 4 · accession 0000921895-18-001107
Xenon Pharmaceuticals Inc. · XENE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BVF PARTNERS L P/IL
10% Owner
Inc/il Bvf
10% Owner
Mark N Lampert
10% Owner
BVF Partners OS Ltd.
Other
Period of report
Mar 27, 2018
Accepted (ET)
Mar 29, 2018 · 6:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001582313
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares, no par value per shareF1,F5,F2 | Mar 27, 2018 | J | 1,338,000 | — | D | 336,468 | D | |
| Common Shares, no par value per shareF1,F5,F3 | Mar 27, 2018 | J | 861,000 | — | D | 216,694 | D | |
| Common Shares, no par value per shareF1,F5,F4 | Mar 27, 2018 | J | 238,000 | — | D | 59,464 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series 1 Preferred SharesF5,F2 | — | Mar 27, 2018 | J | 1,338,000 | A | — | — | Common Shares, no par value per share | 1,338,000 | 1,338,000 | D |
| Series 1 Preferred SharesF5,F3 | — | Mar 27, 2018 | J | 861,000 | A | — | — | Common Shares, no par value per share | 861,000 | 861,000 | D |
| Series 1 Preferred SharesF5,F4 | — | Mar 27, 2018 | J | 238,000 | A | — | — | Common Shares, no par value per share | 238,000 | 238,000 | D |
Explanation of responses
- F1This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owned more than 10% of the Issuer's outstanding Common Shares. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
- F2Securities owned directly by BVF. As the general partner of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
- F3Securities owned directly by BVF2. As the general partner of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
- F4Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.
- F5Pursuant to an agreement between the Issuer and the Reporting Persons, the Reporting Persons agreed to exchange in the aggregate 2,868,000 Common Shares for 2,868,000 shares of Series 1 Preferred Shares ("Series 1 Preferred"). Each share of Series 1 Preferred is convertible into one Common Share without payment of any additional consideration. The Series 1 Preferred may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), in excess of 9.99% of the number of Common Shares then issued and outstanding (the "Beneficial Ownership Limitation"). As the date hereof, the Beneficial Ownership Limitation limits the aggregate conversion of Series 1 Preferred by the Reporting Persons to 772,006 Common Shares underlying certain shares of the Series 1 Preferred owned by the Reporting Persons in the aggregate.