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: Ventures West 8 Limited Partnership (10% Owner)

Holdings (Non-Derivative)

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

Holdings (Derivative)

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

Footnotes

F1: 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.

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: Five Corners Capital Inc., the general partner of Ventures West 8 Limited Partnership, has sole voting and investment power with respect to the shares held by Ventures West 8 Limited Partnership. The directors of Five Corners Capital Inc. are Dr. Bridger and Kenneth Galbraith. Dr. Bridger and Kenneth Galbraith disclaim beneficial ownership of all shares except to the extent of their pecuniary interest.

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.