Neurogene Inc. — Director's Dealing 2015

Sep 11, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AQUINOX PHARMACEUTICALS, INC (AQXP)
CIK: 0001404644
Period of Report: 2015-09-10

Reporting Person: BAKER BROS. ADVISORS LP (10% Owner)
Reporting Person: Baker Bros. Advisors (GP) LLC (10% Owner)
Reporting Person: BAKER FELIX (10% Owner)
Reporting Person: BAKER JULIAN (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-10	Common Stock	P	266563	$15.5	Acquired	725228	Indirect
2015-09-10	Common Stock	P	2213469	$15.5	Acquired	6022104	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2260	Direct
Common Stock	2260	Direct

Footnotes

F1: Common shares held directly by Felix J. Baker and for which Felix J. Baker has sole beneficial ownership. These shares were received in an in kind pro rata
distribution from an affiliated investment fund in January 2015 without consideration.

F2: Common shares held directly by Julian C. Baker and for which Julian C. Baker has sole beneficial ownership. These shares were received in an in kind pro rata
distribution from an affiliated investment fund in January 2015 without consideration.

F3: On September 10, 2015, Baker Brothers Life Sciences, L.P. ("Life Sciences") and 667, L.P. ("667", and together with Life Sciences, the "Funds") purchased 266,563 shares and 2,213,469 shares, respectively, of the Common Stock of Aquinox Pharmaceuticals, Inc. (the "Issuer") pursuant to an underwritten public offering. The Funds purchased the shares of Common Stock at the public offering price of $15.50 per share.

F4: After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's shares of Common Stock reported in column 5 of Table I directly held by 667, a limited partnership of which
the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker
Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

F5: After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's shares of Common Stock reported in column 5 of Table I directly held by Life Sciences, a
limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker
Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life
Sciences.

F6: Baker Bros. Advisors LP (the "Adviser") serves as the Investment Adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are principals of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.