Xenon Pharmaceuticals Inc. — Director's Dealing 2018

Mar 30, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xenon Pharmaceuticals Inc. (XENE)
CIK: 0001582313
Period of Report: 2018-03-27

Reporting Person: BVF PARTNERS L P/IL (10% Owner)
Reporting Person: BIOTECHNOLOGY VALUE FUND L P (See Explanation of Responses)
Reporting Person: BIOTECHNOLOGY VALUE FUND II LP (See Explanation of Responses)
Reporting Person: Biotechnology Value Trading Fund OS LP (See Explanation of Responses)
Reporting Person: BVF Partners OS Ltd. (See Explanation of Responses)
Reporting Person: BVF INC/IL (10% Owner)
Reporting Person: LAMPERT MARK N (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-27	Common Shares, no par value per share	J	1338000	—	Disposed	336468	Direct
2018-03-27	Common Shares, no par value per share	J	861000	—	Disposed	216694	Direct
2018-03-27	Common Shares, no par value per share	J	238000	—	Disposed	59464	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-27	Series 1 Preferred Shares	$	J	1338000	Acquired		Common Shares, no par value per share (1338000)	Direct
2018-03-27	Series 1 Preferred Shares	$	J	861000	Acquired		Common Shares, no par value per share (861000)	Direct
2018-03-27	Series 1 Preferred Shares	$	J	238000	Acquired		Common Shares, no par value per share (238000)	Direct

Footnotes

F1: This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owned more than 10% of the Issuer's outstanding Common Shares. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F2: Securities owned directly by BVF. As the general partner of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.

F3: Securities owned directly by BVF2. As the general partner of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.

F4: Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.

F5: Pursuant to an agreement between the Issuer and the Reporting Persons, the Reporting Persons agreed to exchange in the aggregate 2,868,000 Common Shares for 2,868,000 shares of Series 1 Preferred Shares ("Series 1 Preferred"). Each share of Series 1 Preferred is convertible into one Common Share without payment of any additional consideration. The Series 1 Preferred may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), in excess of 9.99% of the number of Common Shares then issued and outstanding (the "Beneficial Ownership Limitation"). As the date hereof, the Beneficial Ownership Limitation limits the aggregate conversion of Series 1 Preferred by the Reporting Persons to 772,006 Common Shares underlying certain shares of the Series 1 Preferred owned by the Reporting Persons in the aggregate.