XBiotech Inc. — Major Shareholding Notification 2016

Feb 16, 2016

SC 13G 1 sc13g_021616.htm SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

XBIOTECH INC.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
98400H102
(CUSIP Number)
December 31, 2015
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[_] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[x] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

Field: Page; Sequence: 1

Field: /Page

SCHEDULE 13G

CUSIP No. 98400H102

1	Names of Reporting Persons
	W. Thorpe McKenzie
2	Check the appropriate box if a member of a Group (see instructions)
	(a) [ ] (b) [ ]
3	Sec Use Only
4	Citizenship or Place of Organization
	USA
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
		5,253,600 (1)
	6	Shared Voting Power
		210,000 (3)
	7	Sole Dispositive Power
		5,253,600 (1)
	8	Shared Dispositive Power
		210,000 (3)
9	Aggregate Amount Beneficially Owned by Each Reporting Person
	5,463,600 (1)(2)
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
	[ ]
11	Percent of class represented by amount in row (9)
	16.24% (4)
12	Type of Reporting Person (See Instructions)
	IN

Field: Page; Sequence: 2; Options: NewSection; Value: 2

Page 2 of 7

Field: /Page

(1) These figures include shares of common stock underlying stock options held by the Reporting Person, including 500,000 shares owned of record by another stockholder that are subject to an option granted to the Reporting Person, all of which options are immediately exercisable within 60 days of December 31, 2015.

(2) Includes 100,000 shares held by the McKenzie Foundation, 100,000 shares held by Mr. McKenzie’s spouse and 10,000 shares held in a Trust for Mr. McKenzie’s stepchildren.

(3) The Reporting Person’s spouse owns, controls and holds sole dispositive power to 100,000 shares for which the Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. The Reporting Person’s Foundation owns, controls and holds sole dispositive power to 100,000 shares for which the Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. The Reporting Person’s children owns, controls and holds sole dispositive power to 10,000 shares for which the Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

(4) The percentage is calculated based upon 32,279,106 shares outstanding as of December 31, 2015.

Field: Page; Sequence: 3; Value: 2

Page 3 of 7

Field: /Page

Item 1.

(a)
XBiotech Inc.

(b)
8201 E. Riverside Dr. Bldg. 4, Ste. 100 Austin, TX
78744

Item 2.

(a)
W. Thorpe McKenzie

(b)
735 Broad Street, Suite 1108 Chattanooga, TN 37402

(c)
USA

(d)
Common Shares, no par value

(e)
98400H102

Item 3.
Not Applicable

Item 4.
As of December 31, 2015

(a)
5,463,600 (1)(2) shares

(b)
16.24% (4)

(c) Number of shares as to which such person has:

Field: Page; Sequence: 4; Value: 2

Page 4 of 7

Field: /Page

(i)
5,253,600 (1) shares

(ii)
210,000 (3)

(iii)
5,253,600 (1) shares

(iv)
210,000 (3)

(1) These figures include shares of common stock underlying stock options held by the Reporting Person, including 500,000 shares owned of record by another stockholder that are subject to an option granted to the Reporting Person, all of which options are immediately exercisable within 60 days of December 31, 2015.

(2) Includes 100,000 shares held by the McKenzie Foundation, 100,000 shares held by Mr. McKenzie’s spouse and 10,000 shares held in a Trust for Mr. McKenzie’s stepchildren.

(3) The Reporting Person’s spouse owns, controls and holds sole dispositive power to 100,000 shares for which the Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. The Reporting Person’s Foundation owns, controls and holds sole dispositive power to 100,000 shares for which the Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. The Reporting Person’s children owns, controls and holds sole dispositive power to 10,000 shares for which the Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

(4) The percentage is calculated based upon 32,279,106 shares outstanding as of December 31, 2015.

Item 5.
Not Applicable

Item 6.
Not Applicable

Item 7.
Not Applicable

Item 8.
Not Applicable

Item 9.
Not Applicable

Field: Page; Sequence: 5; Value: 2

Page 5 of 7

Field: /Page

Item 10.
Not Applicable

Field: Page; Sequence: 6; Value: 2

Page 6 of 7

Field: /Page

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 16, 2016

/s/ W. Thorpe McKenzie

W. Thorpe McKenzie

Page 7 of 7

Field: Rule-Page

Field: /Rule-Page