SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

PIMSTONE SIMON N.

(Last)

(First)

(Middle)

C/O XENON PHARMACEUTICALS INC.

200 - 3650 GILMORE WAY

(Street)

BURNABY

V5G 4W8

(City)

(State)

(Zip)

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

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, CEO and Director

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	189,429⁽¹⁾	D
Common Shares	16,460⁽¹⁾	I	By wife

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Shares	⁽²⁾	⁽³⁾	Common Shares	964⁽¹⁾	$0.00	D
Series B Preferred Shares	⁽²⁾	⁽³⁾	Common Shares	1,914⁽¹⁾	$0.00	D
Stock Option (Right to Buy)	⁽⁴⁾	03/31/2015⁽⁵⁾	Common Shares	5,144⁽¹⁾	$4.81⁽⁶⁾	D
Stock Option (Right to Buy)	⁽⁷⁾	03/31/2015⁽²²⁾	Common Shares	15,432⁽¹⁾	$4.98⁽⁶⁾	D
Stock Option (Right to Buy)	⁽⁸⁾	07/31/2016	Common Shares	12,345⁽¹⁾	$3.3⁽⁹⁾	D
Stock Option (Right to Buy)	⁽¹⁰⁾	12/31/2017	Common Shares	10,288⁽¹⁾	$3.77⁽⁹⁾	D
Stock Option (Right to Buy)	⁽¹¹⁾	06/26/2018	Common Shares	36,008⁽¹⁾	$3.7⁽⁹⁾	D
Stock Option (Right to Buy)	⁽¹²⁾	12/31/2018	Common Shares	9,259⁽¹⁾	$3.07⁽⁹⁾	D
Stock Option (Right to Buy)	⁽¹³⁾	08/31/2019	Common Shares	12,345⁽¹⁾	$3.38⁽⁹⁾	D
Stock Option (Right to Buy)	⁽¹⁴⁾	12/31/2019	Common Shares	6,172⁽¹⁾	$3.56⁽⁹⁾	D
Stock Option (Right to Buy	⁽¹⁵⁾	12/31/2020	Common Shares	22,633⁽¹⁾	$3.76⁽⁹⁾	D
Stock Option (Right to Buy)	⁽¹⁶⁾	12/31/2021	Common Shares	10,288⁽¹⁾	$3.67⁽⁹⁾	D
Stock Option (Right to Buy)	⁽¹⁶⁾	12/31/2021	Common Shares	20,576⁽¹⁾	$3.67⁽⁹⁾	D
Stock Option (Right to Buy)	⁽¹⁷⁾	12/31/2022	Common Shares	41,152⁽¹⁾	$2.68⁽¹⁸⁾	D
Stock Option (Right to Buy)	⁽¹⁹⁾	03/09/2023	Common Shares	30,864⁽¹⁾	$2.59⁽¹⁸⁾	D
Stock Option (Right to Buy)	⁽²⁰⁾	01/13/2024	Common Shares	15,432⁽¹⁾	$9.85⁽²¹⁾	D
Stock Option (Right to Buy)	⁽²⁰⁾	01/13/2024	Common Shares	14,403⁽¹⁾	$9.85⁽²¹⁾	D

Explanation of Responses:

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. Reflects the automatic conversion of each share of Series A Preferred Shares and Series B Preferred Shares into one share of Common Shares to occur upon the closing of the Issuer's initial public offering.

3. Each share has no expiration date.

4. The shares subject to the option fully vested on October 1, 2008.

5. 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.

6. 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.

7. The shares subject to the option fully vested on January 11, 2009.

8. The shares subject to the option fully vested on August 1, 2010.

9. 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.

10. The shares subject to the option fully vested on January 1, 2012.

11. The shares subject to the option fully vested on June 26, 2012.

12. The shares subject to the option fully vested on January 1, 2013.

13. The shares subject to the option fully vested on September 1, 2013.

14. The shares subject to the option fully vested on January 1, 2013.

15. 25% of the shares subject to the Option vested on the one year anniversary of January 1, 2011 (the "2011 Vesting Commencement Date") and thereafter 1/48th of the shares subject to the Option vest on each monthly anniversary of the 2011 Vesting Commencement Date.

16. 25% of the shares subject to the Option vested on the one year anniversary of January 1, 2012 (the "2012 Vesting Commencement Date") and thereafter 1/48th of the shares subject to the Option vest on each monthly anniversary of the 2012 Vesting Commencement Date.

17. 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 2013 Vesting Commencement Date.

18. 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.

19. 25% of the shares subject to the Option vested on the one year anniversary of March 10, 2013 (the "Second 2013 Vesting Commencement Date") and thereafter 1/48th of the shares subject to the Option vest on each monthly anniversary of the Second 2013 Vesting Commencement Date.

20. 25% of the shares subject to the Option will vest on the one year anniversary of January 14, 2014 (the "2014 Vesting Commencement Date") and thereafter 1/48th of the shares subject to the Option vest on each monthly anniversary of the 2014 Vesting Commencement Date.

21. 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.

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.

Remarks:

	/s/ Barbara Mery, Attorney-in-fact for Simon N. Pimstone	11/04/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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