SEC Form 4 · accession 0001171843-15-005296

Xenon Pharmaceuticals Inc. · XENE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Y. Paul Goldberg

Officer — VP of Clinical Development

Period of report

Sep 22, 2015

Accepted (ET)

Sep 24, 2015 · 9:56 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
Common Shares^F1	Sep 22, 2015	M	411	$5.22	A	6,514	D
Common Shares^F2	Sep 22, 2015	F	198	$9.53	D	6,316	D
Common Shares^F3	Sep 22, 2015	M	2,057	$3.21	A	8,373	D
Common Shares^F2	Sep 22, 2015	F	610	$9.53	D	7,763	D
Common Shares^F3	Sep 22, 2015	M	1,028	$3.77	A	8,791	D
Common Shares^F2	Sep 22, 2015	F	305	$9.53	D	8,486	D
Common Shares^F3	Sep 22, 2015	M	5,144	$3.07	A	13,630	D
Common Shares^F2	Sep 22, 2015	F	1,525	$9.53	D	12,105	D
Common Shares^F3	Sep 22, 2015	M	6,172	$3.56	A	18,277	D
Common Shares^F2	Sep 22, 2015	F	1,829	$9.53	D	16,448	D
Common Shares^F3	Sep 22, 2015	M	3,703	$3.52	A	20,151	D
Common Shares^F2	Sep 22, 2015	F	1,098	$9.53	D	19,053	D
Common Shares^F3	Sep 22, 2015	M	3,115	$3.73	A	22,168	D
Common Shares^F2	Sep 22, 2015	F	923	$9.53	D	21,245	D
Common Shares^F4	Sep 22, 2015	M	7,973	$2.68	A	29,218	D
Common Shares^F2	Sep 22, 2015	F	1,687	$9.53	D	27,531	D
Common Shares^F4	Sep 22, 2015	M	785	$2.68	A	28,316	D
Common Shares^F2	Sep 22, 2015	F	167	$9.53	D	28,149	D
Common Shares^F5	Sep 22, 2015	S	6,149	$9.3323	D	22,000	D
Common Shares^F6	Sep 23, 2015	S	4,000	$9.02	D	18,000	D
Common Shares^F7	Sep 24, 2015	S	12,000	$8.60	D	6,000	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (Right to Buy)^F1,F8	$5.22	Sep 22, 2015	M	411	D	—	Dec 31, 2015	Common Shares	411	0	D
Stock Option (Right to Buy)^F3,F9	$3.21	Sep 22, 2015	M	2,057	D	—	Dec 31, 2016	Common Shares	2,057	0	D
Stock Option (Right to Buy)^F3,F10	$3.77	Sep 22, 2015	M	1,028	D	—	Dec 31, 2017	Common Shares	1,028	0	D
Stock Option (Right to Buy)^F3,F11	$3.07	Sep 22, 2015	M	5,144	D	—	Dec 31, 2018	Common Shares	5,144	0	D
Stock Option (Right to Buy)^F3,F12	$3.56	Sep 22, 2015	M	6,172	D	—	Dec 31, 2019	Common Shares	6,172	0	D
Stock Option (Right to Buy)^F3,F13	$3.52	Sep 22, 2015	M	3,703	D	—	Jul 1, 2020	Common Shares	3,703	0	D
Stock Option (Right to Buy)^F3,F14	$3.73	Sep 22, 2015	M	3,115	D	—	Dec 1, 2020	Common Shares	3,115	1,000	D
Stock Option (Right to Buy)^F4,F15	$2.68	Sep 22, 2015	M	7,973	D	—	Dec 31, 2022	Common Shares	7,973	4,372	D
Stock Option (Right to Buy)^F4,F16	$2.68	Sep 22, 2015	M	785	D	—	Dec 31, 2022	Common Shares	785	243	D

Explanation of responses

F1The exercise price was converted from $6.07 CAD using the closing rate of exchange on the Bank of Canada on the date of grant. The actual exercise price is the Canadian dollar amount regardless of the exchange rate on the day of exercise.
F10The shares subject to the option fully vested on December 31, 2011.
F11The shares subject to the option fully vested on December 31, 2012.
F12The shares subject to the option fully vested on December 31, 2013.
F13The shares subject to the option fully vested on June 30, 2014.
F14The shares subject to the option fully vested on November 30, 2014.
F1525% of the shares subject to the Option vested on the one year anniversary of January 1, 2013 (the "Vesting Commencement Date") and thereafter 1/48th of the shares subject to the Option vest on each monthly anniversary of the Vesting Commencement Date.
F16One-third of the shares subject to the Option vested on January 1, 2013 (the "Vesting Commencement Date") and the remaining two-thirds of the shares subject to the Option vest in equal monthly installments on each monthly anniversary of the Vesting Commencement Date over the following four years.
F2Represents the closing price of the Company's common shares on September 21, 2015, converted to a Canadian dollar amount for purposes of net settlement calculations.
F3The exercise price was converted from $3.74 CAD using the closing rate of exchange on the Bank of Canada on the date of grant. The actual exercise price is the Canadian dollar amount regardless of the exchange rate on the day of exercise.
F4The exercise price was converted from $2.67 CAD using the closing rate of exchange on the Bank of Canada on the date of grant. The actual exercise price is the Canadian dollar amount regardless of the exchange rate on the day of exercise.
F5The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $9.15 to $9.53, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
F6The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $9.00 to $9.15, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
F7The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $8.50 to $8.715, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
F8The shares subject to the option fully vested on December 31, 2009.
F9The shares subject to the option fully vested on December 31, 2010.