Xenon Pharmaceuticals Inc. — Director's Dealing 2021

Jun 1, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xenon Pharmaceuticals Inc. (XENE)
CIK: 0001582313
Period of Report: 2021-05-28

Reporting Person: ROBIN SHERRINGTON (EVP, Strategy & Innovation)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-28	Common Shares	M	12345	$3.76	Acquired	29141	Direct
2021-05-28	Common Shares	F	2024	$18.91	Disposed	27117	Direct
2021-05-28	Common Shares	M	13374	$3.85	Acquired	40491	Direct
2021-05-28	Common Shares	F	2192	$18.91	Disposed	38299	Direct
2021-05-28	Common Shares	S	3155	$18.81	Disposed	35144	Direct
2021-05-28	Common Shares	S	2912	$18.81	Disposed	32232	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-28	Stock Option (Right to Buy)	$3.76	M	12345	Disposed	2021-05-28	Common Shares (12345)	Direct
2021-05-28	Stock Option (Right to Buy)	$3.85	M	13374	Disposed	2021-05-28	Common Shares (13374)	Direct

Footnotes

F1: The exercise price was converted from $3.74 CAD using the closing rate of exchange of the Bank of Canada on the date of grant. The actual
exercise price is the Canadian dollar amount regardless of the exchange rate on the date of exercise.

F2: Represents the closing price of the Company's common shares on May 27, 2021, which was converted to a Canadian dollar amount for
purposes of net settlement calculations.

F3: The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold.
These shares were sold in multiple transactions at prices ranging from $18.22 to $19.10, inclusive. The reporting person undertakes to provide to
the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each
separate price within the range set forth herein

F4: 25% of the shares subject to the Option vested on the one year anniversary of January 1, 2011 (the "January 2011 Vesting Commencement Date") and thereafter 1/48th of the shares subject to the Option vest on each monthly anniversary of the January 2011 Vesting Commencement Date.

F5: Expiration date differs from originally reported date due to an automatic extension provided by the option plan as a result of the original expiration
date falling during a Company blackout period and a lock-up agreement period.

F6: 1/3 of the shares subject to the Option vested on March 12, 2011 (the "March 2011 Vesting Commencement Date") and thereafter the remaining 2/3 of the shares subject to the Option vest each monthly anniversary of the March 2011 Vesting Commencement Date over the following 4 years.