Neurogene Inc. — Director's Dealing 2014

Mar 6, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: AQUINOX PHARMACEUTICALS, INC (AQXP)
CIK: 0001404644
Period of Report: 2014-03-06

Reporting Person: Bridger Gary (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Special Voting Stock	3645	Indirect
Series A-1 Special Voting Stock	284090	Indirect
Series A-2 Special Voting Stock	189393	Indirect
Series B-1 Special Voting Stock	326538	Indirect
Series B-2 Special Voting Stock	325035	Indirect
Series C Special Voting Stock	378786	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Exchangeable Shares	$		Common Stock (3645)		Indirect
Series A-1 Exchangeable Shares	$		Series A-1 Preferred Stock (284090)		Indirect
Series A-2 Exchangeable Shares	$		Series A-2 Preferred Stock (189393)		Indirect
Series B-1 Exchangeable Shares	$		Series B-1 Preferred Stock (326538)		Indirect
Series B-2 Exchangeable Shares	$		Series B-2 Preferred Stock (325035)		Indirect
Series C Exchangeable Shares	$		Series C Preferred Stock (378786)		Indirect

Footnotes

F1: The Common Special Voting Stock will be redeemed by the issuer for a nominal amount upon the closing of the initial public offering of the issuer.

F2: The Series A-1 Special Voting Stock will be redeemed by the issuer for a nominal amount upon the closing of the initial public offering of the issuer.

F3: The Series A-2 Special Voting Stock will be redeemed by the issuer for a nominal amount upon the closing of the initial public offering of the issuer.

F4: The Series B-1 Special Voting Stock will be redeemed by the issuer for a nominal amount upon the closing of the initial public offering of the issuer.

F5: The Series B-2 Special Voting Stock will be redeemed by the issuer for a nominal amount upon the closing of the initial public offering of the issuer.

F6: The Series C Special Voting Stock will be redeemed by the issuer for a nominal amount upon the closing of the initial public offering of the issuer.

F7: The Common Exchangeable Shares of Aquinox Pharmaceuticals Inc., a corporation under the Canada Business Corporations Act ("AQXP Canada"), are exchangeable into Common Stock of the issuer on a 1-to-1 basis at the option of the holder and will automatically be exchanged immediately prior to the closing the initial public offering of the issuer.

F8: Not Applicable.

F9: Dr. Bridger is a managing director of Five Corners Capital Inc., the general partner of Ventures West 8 Limited Partnership. Dr. Bridger may be deemed to voting and investment power with respect to shares held by Ventures West 8 Limited Partnership. Dr. Bridger disclaims beneficial ownership of such shares except to the extent of any pecuniary interest
therein.

F10: The Series A-1 Exchangeable Shares of AQXP Canada are exchangeable into Series A-1 Preferred Stock of the issuer on a 1-to-1 basis at the option of the holder and will automatically be exchanged immediately prior to the closing of the initial public offering of the issuer. The Series A-1 Preferred Stock of the issuer will automatically convert into Common Stock of the issuer on a 1-to-1 basis upon closing of the initial public offering of the issuer.

F11: The Series A-2 Exchangeable Shares of AQXP Canada are exchangeable into Series A-2 Preferred Stock of the issuer on a 1-to-1 basis at the option of the holder and will automatically be exchanged immediately prior to the closing of the initial public offering of the issuer. The Series A-2 Preferred Stock of the issuer will automatically convert into Common Stock of the issuer on a 1-to-1 basis upon closing of the initial public offering of the issuer.

F12: The Series B-1 Exchangeable Shares of AQXP Canada are exchangeable into Series B-1 Preferred Stock of the issuer on a 1-to-1 basis at the option of the holder and will automatically be exchanged immediately prior to the closing of the initial public offering of the issuer. The Series B-1 Preferred Stock of the issuer will automatically convert into Common Stock of the issuer on a 1-to-1 basis upon closing of the initial public offering of the issuer.

F13: The Series B-2 Exchangeable Shares of AQXP Canada are exchangeable into Series B-2 Preferred Stock of the issuer on a 1-to-1 basis at the option of the holder and will automatically be exchanged immediately prior to the closing of the initial public offering of the issuer. The Series B-2 Preferred Stock of the issuer will automatically convert into Common Stock of the issuer on a 1-to-1 basis upon closing of the initial public offering of the issuer.

F14: The Series C Exchangeable Shares of AQXP Canada are exchangeable into Series C Preferred Stock of the issuer on a 1-to-1 basis at the option of the holder and will automatically be exchanged immediately prior to the closing of the initial public offering of the issuer. The Series C Preferred Stock will automatically convert into Common Stock on a 1-to-1 basis upon closing of the initial public offering of the issuer.