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: Main David (Director, President and CEO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Special Voting Stock	80989	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Exchangeable Shares	$		Common Stock (80989)		Direct
Stock Option (Right to Buy)	$9.60	2017-06-07	Common Stock (15625)		Direct
Stock Option (Right to Buy)	$5.76	2021-11-10	Common Stock (93750)		Direct
Stock Option (Right to Buy)	$5.76	2020-06-10	Common Stock (72916)		Direct
Stock Option (Right to Buy)	$12.67	2023-10-30	Common Stock (62499)		Direct

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 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.

F3: Not Applicable.

F4: The option securities subject to this option shall vest and become exercisable at a rate of twenty-five percent of the option securities underlying the options on the one-year anniversary of the vesting commencement date and 1/48th of the option securities underlying the options each monthly anniversary of the vesting commencement date thereafter for so long as the recipient of the option provides continuous service to the issuer, such that the total option securities underlying the options shall be fully vested on the four-year anniversary of the vesting commencement date. However, if Mr. Main terminates his employment for good reason within 12 months following a change of control, 100% of the then unvested shares immediately become fully vested.

F5: Each option granted under the issuer's Joint Canadian Stock Option Plan is exercisable for one "option security." Prior to the closing of the issuer's initial public offering, an option security is comprised of one common exchangeable share and one special voting share of Aquinox Pharmaceuticals Inc., a corporation under the Canadian Business Corporations Act. Following the closing of the issuer's initial public offering, an option security will be comprised of one share of the issuer's common stock.