SC 13G/A

0001193125-16-461006.txt : 20160212 0001193125-16-461006.hdr.sgml : 20160212 20160212061031 ACCESSION NUMBER: 0001193125-16-461006 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160212 DATE AS OF CHANGE: 20160212 GROUP MEMBERS: ARNOLD L. ORONSKY GROUP MEMBERS: GILBERT H. KLIMAN GROUP MEMBERS: HARVEY B. CASH GROUP MEMBERS: INTERWEST INVESTORS VII, LP GROUP MEMBERS: INTERWEST MANAGEMENT PARTNERS VII, LLC GROUP MEMBERS: INTERWEST VENTURE MANAGEMENT CO GROUP MEMBERS: PHILIP T. GIANOS GROUP MEMBERS: W. STEPHEN HOLMES III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Xenon Pharmaceuticals Inc. CENTRAL INDEX KEY: 0001582313 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 980661854 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88403 FILM NUMBER: 161414020 BUSINESS ADDRESS: STREET 1: 200 - 3650 GILMORE WAY CITY: BURNABY STATE: A1 ZIP: V5G 48W BUSINESS PHONE: (604) 484-3300 MAIL ADDRESS: STREET 1: 200 - 3650 GILMORE WAY CITY: BURNABY STATE: A1 ZIP: V5G 48W FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERWEST PARTNERS VII L P CENTRAL INDEX KEY: 0001081736 IRS NUMBER: 943319533 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3000 SAND HILL RD 3-255 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6508548585 SC 13G/A 1 d126054dsc13ga.htm SC 13G/A SC 13G/A


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(AMENDMENT NO 1 )*

Xenon Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

98420N105

(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).


Cusip No. 98420N105		13G		Page 2 of 14 Pages


1	NAME OF REPORTING PERSONS InterWest Partners VII, LP I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION California
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH		5	SOLE VOTING POWER 767,187
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 767,187
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 767,187
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.3%
12	TYPE OF REPORTING PERSON PN


Cusip No. 98420N105		13G		Page 3 of 14 Pages


1	NAME OF REPORTING PERSONS InterWest Investors VII, LP I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION California
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH		5	SOLE VOTING POWER 36,738
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 36,738
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,738
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.3%
12	TYPE OF REPORTING PERSON PN


Cusip No. 98420N105		13G		Page 4 of 14 Pages


1	NAME OF REPORTING PERSONS InterWest Management Partners VII, LLC (the General Partner of InterWest Partners VII, LP and InterWest Investors VII, LP) I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION California
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH		5	SOLE VOTING POWER 803,925
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 803,925
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 803,925
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6%
12	TYPE OF REPORTING PERSON OO


Cusip No. 98420N105		13G		Page 5 of 14 Pages


1	NAME OF REPORTING PERSONS InterWest Venture Management Company I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION California
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH		5	SOLE VOTING POWER 2,136
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 2,136
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,136
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.01%
12	TYPE OF REPORTING PERSON CO

Kliman and Oronsky each serve as an officer and director of InterWest Venture Management Company (“IVMC”) and share voting and dispositive power over the shares owned by IVMC and may be deemed beneficially to own the shares held by IVMC.


Cusip No. 98420N105		13G		Page 6 of 14 Pages


1	NAME OF REPORTING PERSONS Harvey B. Cash (a Managing Director of InterWest Management Partners VII, LLC) I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 803,925
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 803,925
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 803,925
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6%
12	TYPE OF REPORTING PERSON IN

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Harvey B. Cash that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.


Cusip No. 98420N105		13G		Page 7 of 14 Pages


1	NAME OF REPORTING PERSONS Philip T. Gianos (a Managing Director of InterWest Management Partners VII, LLC) I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 803,925
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 803,925
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 803,925
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6%
12	TYPE OF REPORTING PERSON IN

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Philip T. Gianos that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.


Cusip No. 98420N105		13G		Page 8 of 14 Pages


1	NAME OF REPORTING PERSONS W. Stephen Holmes III (a Managing Director of InterWest Management Partners VII, LLC) I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 803,925
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 803,925
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 803,925
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6%
12	TYPE OF REPORTING PERSON IN

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by W. Stephen Holmes III that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.


Cusip No. 98420N105		13G		Page 9 of 14 Pages


1	NAME OF REPORTING PERSONS Gilbert H. Kliman (a Managing Director of InterWest Management Partners VII, LLC) I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 806,061
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 806,061
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 806,061
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6%
12	TYPE OF REPORTING PERSON IN

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Gilbert H. Kliman that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.


Cusip No. 98420N105		13G		Page 10 of 14 Pages


1	NAME OF REPORTING PERSONS Arnold L. Oronsky (a Managing Director of InterWest Management Partners VII, LLC) I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 806,061
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 806,061
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 806,061
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6%
12	TYPE OF REPORTING PERSON IN

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Arnold L. Oronsky that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

ITEM 1.

(a)

NAME OF ISSUER : Xenon Pharmaceuticals, Inc.

(b)

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICE:

200–3650 Gilmore Way, Burnaby, British Columbia, Canada V5G 4W8

ITEM 2.

(a)

NAME OF PERSON(S) FILING:

InterWest Partners VII, LP (“IWP VII”)

InterWest Investors VII, LP (“II VII”)

InterWest Management Partners VII, LLC (“IMP VII”)

InterWest Venture Management Company (“IVMC”)

Harvey B. Cash (“Cash”)

Philip T. Gianos (“Gianos”)

W. Stephen Holmes III (“Holmes”)

Gilbert H. Kliman (“Kliman”)

Arnold L. Oronsky (“Oronsky”)

(b)

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

2710 Sand Hill Road, Suite 200, Menlo Park, CA 94025

(c)

CITIZENSHIP/PLACE OF ORGANIZATION:


		IWP VII:		California
		II VII:		California
		IMP VII:		California
		IVMC:		California
		Cash:		United States
		Gianos:		United States
		Holmes:		United States
		Kliman:		United States
		Oronsky:		United States

Page 11 of 14 Pages

(d)

TITLE OF CLASS OF SECURITIES: Common Stock

(e)

CUSIP NUMBER: 98420N105

ITEM 3. NOT APPLICABLE.

ITEM 4. OWNERSHIP.


	IWP VII			II VII			IMP VII (1)			IVMC (2)
Beneficial Ownership		767,187			36,738			803,925			2,136
Percentage of Class		5.3	%		0.3	%		5.6	%		0.01	%
Sole Voting Power		767,187			36,738			803,925			2,136
Shared Voting Power		0			0			0			0
Sole Dispositive Power		767,187			36,738			803,925			2,136
Shared Dispositive Power		0			0			0			0


	Cash (3)			Gianos (3)			Holmes (3)
Beneficial Ownership		803,925			803,925			803,925
Percentage of Class		5.6	%		5.6	%		5.6	%
Sole Voting Power		0			0			0
Shared Voting Power		803,925			803,925			803,925
Sole Dispositive Power		0			0			0
Shared Dispositive Power		803,925			803,925			803,925


	Kliman (2)(3)			Oronsky (2)(3)
Beneficial Ownership		806,061			806,061
Percentage of Class		5.6	%		5.6	%
Sole Voting Power		0			0
Shared Voting Power		806,061			806,061
Sole Dispositive Power		0			0
Shared Dispositive Power		806,061			806,061

(1)	IMP VII is the general partner of IWP VII and II VII.

(2)	Kliman and Oronsky each serve as an officer and director of InterWest Venture Management Company (“IVMC”) and share voting and dispositive power over the shares owned by IVMC and may be deemed beneficially to own the shares held by IVMC.

(3)	Cash, Gianos, Holmes, Kliman, and Oronsky are Managing Directors of IMP VII and share voting and investment control over shares held by IWP VII and II VII. Beneficial ownership is expressly disclaimed, except to the extent of their pecuniary interest.

Page 12 of 14 Pages

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

Not applicable.

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Under certain circumstances set forth in the limited liability company operating agreement of IMP VII, the members of such limited liability company have the right to receive dividends from, or the proceeds from the sale of, the common stock of Issuer beneficially owned by such limited liability company.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Not applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

No reporting person is a member of a group as defined in section 240.13d-1(b)(1)(iii)(H) of the Act.

ITEM 9. NOTICE OF DISSOLUTION OF THE GROUP.

Not applicable.

ITEM 10.

CERTIFICATION.

Not applicable.

EXHIBITS

Joint Filing Statement attached as Exhibit A.

Page 13 of 14 Pages

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.

Date: February 12, 2016



By:		/s/ Harvey B. Cash
Name:		Harvey B. Cash

By:		/s/ Philip T. Gianos
Name:		Philip T. Gianos

By:		/s/ W. Stephen Holmes
Name:		W. Stephen Holmes III

By:		/s/ Gilbert H. Kliman
Name:		Gilbert H. Kliman

By:		/s/ Arnold L. Oronsky
Name:		Arnold L. Oronsky


INTERWEST PARTNERS VII, LP

By:	InterWest Management Partners VII, LLC
	its General Partner

	By:	/s/ Gilbert H. Kliman
		Managing Director

INTERWEST INVESTORS VII, LP

By:	InterWest Management Partners VII, LLC
	its General Partner

	By:	/s/ Gilbert H. Kliman
		Managing Director



INTERWEST MANAGEMENT PARTNERS VII, LLC

By:		/s/ Gilbert H. Kliman
		Managing Director

INTERWEST VENTURE MANAGEMENT COMPANY

By:		/s/ Gilbert H. Kliman
		Secretary

Page 14 of 14 Pages

EX-99.A 2 d126054dex99a.htm EX-99.A EX-99.A

EXHIBIT A

Joint Filing Statement

We, the undersigned, hereby express our agreement that the attached Schedule 13G is filed on behalf of each of us.

Date: February 12, 2016



By:		/s/ Harvey B. Cash
Name:		Harvey B. Cash

By:		/s/ Philip T. Gianos
Name:		Philip T. Gianos

By:		/s/ W. Stephen Holmes
Name:		W. Stephen Holmes III

By:		/s/ Gilbert H. Kliman
Name:		Gilbert H. Kliman

By:		/s/ Arnold L. Oronsky
Name:		Arnold L. Oronsky


INTERWEST PARTNERS VII, LP

By:	InterWest Management Partners VII, LLC
	its General Partner

	By:	/s/ Gilbert H. Kliman
		Managing Director

INTERWEST INVESTORS VII, LP

By:	InterWest Management Partners VII, LLC
	its General Partner

	By:	/s/ Gilbert H. Kliman
		Managing Director


INTERWEST MANAGEMENT PARTNERS VII, LLC

By:		/s/ Gilbert H. Kliman
		Managing Director

INTERWEST VENTURE MANAGEMENT COMPANY

By:		/s/ Gilbert H. Kliman
		Secretary