Neurogene Inc. — Director's Dealing 2016

Jan 15, 2016

SEC Form 4/A — Form 4/A

Issuer: AQUINOX PHARMACEUTICALS, INC (AQXP)
CIK: 0001404644
Period of Report: 2016-01-14

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
2016-01-14	Common Stock	P	9970	$8.1717	Acquired	735198	Indirect
2016-01-14	Common Stock	P	90550	$8.1717	Acquired	6112654	Indirect
2016-01-14	Common Stock	P	1399	$7.911	Acquired	736597	Indirect
2016-01-14	Common Stock	P	12706	$7.911	Acquired	6125360	Indirect
2016-01-14	Common Stock	P	330	$8.0764	Acquired	736927	Indirect
2016-01-14	Common Stock	P	2998	$8.0764	Acquired	6128358	Indirect
2016-01-15	Common Stock	P	2296	$8.0999	Acquired	739223	Indirect
2016-01-15	Common Stock	P	20851	$8.0999	Acquired	6149209	Indirect
2016-01-15	Common Stock	P	361	$8.8249	Acquired	739584	Indirect
2016-01-15	Common Stock	P	3279	$8.8249	Acquired	6152488	Indirect
2016-01-15	Common Stock	P	545	$8.9529	Acquired	740129	Indirect
2016-01-15	Common Stock	P	4949	$8.9529	Acquired	6157437	Indirect
2016-01-15	Common Stock	P	5196	$8.5591	Acquired	745325	Indirect
2016-01-15	Common Stock	P	47193	$8.5591	Acquired	6204630	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: The price reported in Column 4 is a weighted average price. These shares were purchased by the Funds in multiple transactions at prices ranging from $7.65 to $8.40, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

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, L.P. ("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 Baker Brothers Life Sciences, L.P. ("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: The price reported in Column 4 is a weighted average price. These shares were purchased by the Funds in multiple transactions at prices ranging from $7.65 to $8.35, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

F7: The price reported in Column 4 is a weighted average price. These shares were purchased by the Funds in multiple transactions at prices ranging from $8.03 to $8.10, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

F8: The price reported in Column 4 is a weighted average price. These shares were purchased by the Funds in multiple transactions at prices ranging from $7.91 to $8.30, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

F9: The price reported in Column 4 is a weighted average price. These shares were purchased by the Funds in multiple transactions at prices ranging from $8.75 to $8.85, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

F10: The price reported in Column 4 is a weighted average price. These shares were purchased by the Funds in multiple transactions at prices ranging from $8.85 to $9.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

F11: The price reported in Column 4 is a weighted average price. These shares were purchased by the Funds in multiple transactions at prices ranging from $8.21 to $9.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

F12: 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.