Edgar Filing: Xenon Pharmaceuticals Inc.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â CORRAINI KAREN G.

2. Date of Event Requiring Statement (Month/Day/Year)
11/04/2014

3. Issuer Name and Ticker or Trading Symbol
Xenon Pharmaceuticals Inc. [XENE]

(Last)

(First)

(Middle)

C/O XENON PHARMACEUTICALS INC.,Â 200 - 3650 GILMORE WAY

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
See Remarks

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

BURNABY,Â A1Â V5G 4W8

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	2,057 ⁽¹⁾	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	Â ⁽²⁾	03/31/2015⁽³⁾	Common Shares	5,144 ⁽¹⁾	$ 4.81 ⁽⁴⁾	D	Â
Stock Option (Right to Buy)	Â ⁽⁵⁾	03/31/2015⁽²²⁾	Common Shares	10,288 ⁽¹⁾	$ 4.98 ⁽⁴⁾	D	Â
Stock Option (Right to Buy)	Â ⁽⁶⁾	12/31/2015	Common Shares	4,115 ⁽¹⁾	$ 5.22 ⁽⁴⁾	D	Â
Stock Option (Right to Buy)	Â ⁽⁷⁾	07/31/2016	Common Shares	2,057 ⁽¹⁾	$ 3.3 ⁽⁸⁾	D	Â
Stock Option (Right to Buy)	Â ⁽⁹⁾	12/31/2016	Common Shares	3,086 ⁽¹⁾	$ 3.21 ⁽⁸⁾	D	Â
Stock Option (Right to Buy)	Â ⁽¹⁰⁾	12/31/2017	Common Shares	3,086 ⁽¹⁾	$ 3.77 ⁽⁸⁾	D	Â
Stock Option (Right to Buy)	Â ⁽¹¹⁾	12/31/2018	Common Shares	3,086 ⁽¹⁾	$ 3.07 ⁽⁸⁾	D	Â
Stock Option (Right to Buy)	Â ⁽⁹⁾	12/31/2019	Common Shares	3,086 ⁽¹⁾	$ 3.56 ⁽⁸⁾	D	Â
Stock Option (Right to Buy)	Â ⁽¹²⁾	12/31/2020	Common Shares	2,057 ⁽¹⁾	$ 3.76 ⁽⁸⁾	D	Â
Stock Option (Right to Buy)	Â ⁽¹³⁾	06/30/2021	Common Shares	10,288 ⁽¹⁾	$ 3.87 ⁽⁸⁾	D	Â
Stock Option (Right to Buy)	Â ⁽¹⁴⁾	12/31/2021	Common Shares	2,057 ⁽¹⁾	$ 3.67 ⁽⁸⁾	D	Â
Stock Option (Right to Buy)	Â ⁽¹⁵⁾	12/31/2021	Common Shares	6,172 ⁽¹⁾	$ 3.67 ⁽⁸⁾	D	Â
Stock Option (Right to Buy)	Â ⁽¹⁶⁾	12/31/2022	Common Shares	16,460 ⁽¹⁾	$ 2.68 ⁽¹⁷⁾	D	Â
Stock Option (Right to Buy)	Â ⁽¹⁸⁾	12/31/2022	Common Shares	2,057 ⁽¹⁾	$ 2.68 ⁽¹⁷⁾	D	Â
Stock Option (Right to Buy)	Â ⁽¹⁹⁾	01/13/2024	Common Shares	2,469 ⁽¹⁾	$ 9.85 ⁽²⁰⁾	D	Â
Stock Option (Right to Buy)	Â ⁽²¹⁾	01/13/2024	Common Shares	7,201 ⁽¹⁾	$ 9.85 ⁽²⁰⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CORRAINI KAREN G. C/O XENON PHARMACEUTICALS INC. 200 - 3650 GILMORE WAY BURNABY,Â A1Â V5G 4W8	Â	Â	Â See Remarks	Â

Signatures

/s/ Barbara Mery, Attorney-in-fact for Karen G. Corraini		11/04/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Reflects a 1-for-4.86 reverse stock split of the Issuer's outstanding shares effected October 1, 2014 (the "Reverse Stock Split").
(2)	The shares subject to the option fully vested on October 1, 2008.
(3)	The shares subject to this option were due to expire on September 30, 2014. Pursuant to the Issuer's Amended and Restated Stock Option Plan, the expiration date of this option has been extended until five business days following the expiration of the Lock-up Agreement entered into in connection with the Issuer's initial public offering. The Lock-up Agreement will expire 180 days after the date of the final prospectus related to the initial public offering, or March 31, 2015.
(4)	The exercise price was converted from $6.07 CAD using the closing rate of exchange of the Bank of Canada on the date of grant, after giving effect to the Reverse Stock Split. The actual exercise price is the Canadian dollar amount regardless of the exchange rate on the date of exercise.
(5)	The shares subject to the option fully vested on January 1, 2009.
(6)	The shares subject to the option fully vested on January 1, 2010.
(7)	The shares subject to the option fully vested on August 1, 2010.
(8)	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, after giving effect to the Reverse Stock Split. The actual exercise price is the Canadian dollar amount regardless of the exchange rate on the date of exercise.
(9)	The shares subject to the option fully vested on January 1, 2011.
(10)	The shares subject to the option fully vested on January 1, 2012.
(11)	The shares subject to the option fully vested on January 1, 2013.
(12)	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.
(13)	1/3 of the shares subject to the Option vested on July 1, 2011 (the "July 2011 Vesting Commencement Date") and thereafter the remaining 2/3 of the shares subject to the Option vest each monthly anniversary of the July 2011 Vesting Commencement Date over the following 4 years.
(14)	1/3 of the shares subject to the Option vested on January 1, 2012 (the "First 2012 Vesting Commencement Date") and thereafter the remaining 2/3 of the shares subject to the Option vest each monthly anniversary of the First 2012 Vesting Commencement Date over the following 4 years.
(15)	25% of the shares subject to the Option vested on the one year anniversary of January 1, 2012 (the "Second 2012 Vesting Commencement Date") and thereafter 1/48th of the shares subject to the Option vest on each monthly anniversary of the Second 2012 Vesting Commencement Date.
(16)	25% of the shares subject to the Option vested on the one year anniversary of January 1, 2013 (the "First 2013 Vesting Commencement Date") and thereafter 1/48th of the shares subject to the Option vest on each monthly anniversary of the First 2013 Vesting Commencement Date.
(17)	The exercise price was converted from $2.67 CAD using the closing rate of exchange of the Bank of Canada on the date of grant, after giving effect to the Reverse Stock Split. The actual exercise price is the Canadian dollar amount regardless of the exchange rate on the date of exercise.
(18)	1/3 of the shares subject to the Option vested on January 1, 2013 (the "Second 2013 Vesting Commencement Date") and thereafter the remaining 2/3 of the shares subject to the Option vest each monthly anniversary of the Second 2013 Vesting Commencement Date over the following 4 years.
(19)	1/3 of the shares subject to the Option vested on January 14, 2014 (the "First 2014 Vesting Commencement Date") and thereafter the remaining 2/3 of the shares subject to the Option vest each monthly anniversary of the First 2014 Vesting Commencement Date over the following 4 years.
(20)	The exercise price was converted from $10.78 CAD using the closing rate of exchange of the Bank of Canada on the date of grant, after giving effect to the Reverse Stock Split. The actual exercise price is the Canadian dollar amount regardless of the exchange rate on the date of exercise.
(21)	25% of the shares subject to the Option will vest on the one year anniversary of January 14, 2014 (the "Second 2014 Vesting Commencement Date") and thereafter 1/48th of the shares subject to the Option vest on each monthly anniversary of the Second 2014 Vesting Commencement Date.
(22)	The shares subject to this option were due to expire on January 10, 2014. Pursuant to the Issuer's Amended and Restated Stock Option Plan, the expiration date of this option has been extended until five business days following the expiration of the Lock-up Agreement entered into in connection with the Issuer's initial public offering. The Lock-up Agreement will expire 180 days after the date of the final prospectus related to the initial public offering, or March 31, 2015.
Â Remarks: GeneralÂ CounselÂ andÂ CorporateÂ Secretary

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.