UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

QLT Inc.

(Name of Issuer)

Common Shares without par value

(Title of Class of Securities)

746927102

(CUSIP Number)

Eliav Assouline

c/o Axial Capital Management, LLC

101 Park Avenue, 47^th Floor

New York, New York 10178

(212) 984-2104

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

June 16, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13D-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box [X].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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.

746927102

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Axial Capital Management, LLC

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) [_]
		(b) [_]

3.	SEC USE ONLY

4.	SOURCE OF FUNDS

	AF

5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	[_]

6.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.	SOLE VOTING POWER

	0

8.	SHARED VOTING POWER

	0

9.	SOLE DISPOSITIVE POWER

	0

10.	SHARED DISPOSITIVE POWER

	0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	[_]

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0%

14.	TYPE OF REPORTING PERSON

	OO

CUSIP No.

746927102

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Marc Andersen

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) [_]
		(b) [_]

3.	SEC USE ONLY

4.	SOURCE OF FUNDS

	AF

5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	[_]

6.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.	SOLE VOTING POWER

	0

8.	SHARED VOTING POWER

	0

9.	SOLE DISPOSITIVE POWER

	0

10.	SHARED DISPOSITIVE POWER

	0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	[_]

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0%

14.	TYPE OF REPORTING PERSON

	IN

CUSIP No.

746927102

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Eliav Assouline

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) [_]
		(b) [_]

3.	SEC USE ONLY

4.	SOURCE OF FUNDS

	AF

5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	[_]

6.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.	SOLE VOTING POWER

	0

8.	SHARED VOTING POWER

	0

9.	SOLE DISPOSITIVE POWER

	0

10.	SHARED DISPOSITIVE POWER

	0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	[_]

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0%

14.	TYPE OF REPORTING PERSON

	IN

CUSIP No.

746927102

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Axial Capital Master, L.P.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) [_]
		(b) [_]

3.	SEC USE ONLY

4.	SOURCE OF FUNDS

	WC

5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	[_]

6.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.	SOLE VOTING POWER

	0

8.	SHARED VOTING POWER

	0

9.	SOLE DISPOSITIVE POWER

	0

10.	SHARED DISPOSITIVE POWER

	0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	[_]

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0%

14.	TYPE OF REPORTING PERSON

	PN

CUSIP No.	746927102

Item 1.

Security and Issuer.

	The name of the issuer is QLT Inc., a Canadian corporation (the "Issuer"). The address of the Issuer's principal executive offices is 250-887 Great Northern Way, Vancouver, B.C., Canada V5T 4T5. This Amendment No. 3 to Schedule 13D relates to the Issuer's Common Shares without par value (the "Shares").

Item 2.

Identity and Background.

	(a), (f)	The persons filing this statement are Axial Capital Master, L.P., a Cayman Islands limited partnership (the "Partnership"), Axial Capital Management, LLC, a Delaware limited liability company (the "Investment Manager"), Marc Anderson, a citizen of the United States of America ("Mr. Anderson"), and Eliav Assouline, a citizen of Canada ("Mr. Assouline" and, collectively with the Partnership, the Investment Manager and Mr. Anderson, the "Reporting Persons").

	(b)	The principal business address of the Reporting Persons is c/o Axial Capital Management, LLC, 101 Park Avenue, 47^th Floor, New York, New York 10178.

	(c)	The Investment Manager is an investment adviser that serves as the investment manager of the Partnership, a private investment vehicle engaged in the business of investing in securities. Messrs. Anderson and Assouline are the Managing Members of the Investment Manager.

	(d)	None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

	(e)	None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.	Source and Amount of Funds or Other Consideration.

	The funds for the purchase of the Shares previously beneficially owned by the Reporting Persons came from the working capital of the Partnership. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

Item 4.	Purpose of Transaction.

	The Shares previously held by the Reporting Persons were acquired for, and held for, investment purposes only in the ordinary course of the Reporting Persons' investment activities. The Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own.

Item 5.

Interests in Securities of the Issuer.

	(a), (d)	As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 0 Shares, constituting 0% of the Shares, based upon 51,255,700 Shares outstanding as of the date hereof. Each of the Reporting Persons has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 0 Shares. Each of the Reporting Persons has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 0 Shares. The only transaction in the Shares by the Reporting Persons during the past sixty days is set forth in Exhibit B. Such transaction was an open market transaction.

	(e)	As of June 16, 2015, the Reporting Persons no longer own more than 5% of the total outstanding common shares of the Issuer.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect
	To Securities of the Issuer.

	None.

Item 7.	Material to be Filed as Exhibits.

	Exhibit A: Joint Filing Agreement Exhibit B: Schedule of Transactions in the Shares

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.

		June 17, 2015
		(Date)

	AXIAL CAPITAL MANAGEMENT, LLC*

	By:	/s/ Marc Andersen
		Title: Managing Member


	By:	/s/ Eliav Assouline
		Title: Managing Member


		/s/ Marc Andersen
		Marc Andersen*


		/s/ Eliav Assouline
		Eliav Assouline*



		AXIAL CAPITAL MASTER, L.P.

	By:	/s/ Marc Andersen
		Title: Managing Member of the General Partner

	By:	/s/ Eliav Assouline
		Title: Managing Member of the General Partner

* This Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interests therein, and this report shall not be deemed an admission that such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit A

AGREEMENT

The undersigned agree that this Amendment No. 3 to Schedule 13D dated June 17, 2015 relating to the Common Shares without par value of QLT Inc. shall be filed on behalf of the undersigned.

		June 17, 2015
		(Date)

	AXIAL CAPITAL MANAGEMENT, LLC

	By:	/s/ Marc Andersen
		Title: Managing Member


	By:	/s/ Eliav Assouline
		Title: Managing Member


		/s/ Marc Andersen
		Marc Andersen


		/s/ Eliav Assouline
		Eliav Assouline



		AXIAL CAPITAL MASTER, L.P.

	By:	/s/ Marc Andersen
		Title: Managing Member of the General Partner



	By:	/s/ Eliav Assouline
		Title: Managing Member of the General Partner

Exhibit B

Schedule of Transactions in the Shares

Date of Transaction		Title of Class		Number of Shares Acquired		Number of Shares Disposed		Price Per Share
6/16/15		Common Shares		N/A		8,865,036		$3.4711

SK 21635 0002 6663722