0000921895-18-001107.txt : 20180329
0000921895-18-001107.hdr.sgml : 20180329
20180329183749
ACCESSION NUMBER: 0000921895-18-001107
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180327
FILED AS OF DATE: 20180329
DATE AS OF CHANGE: 20180329
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LAMPERT MARK N
CENTRAL INDEX KEY: 0001233840
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36687
FILM NUMBER: 18724332
MAIL ADDRESS:
STREET 1: 1 SANSOME ST
STREET 2: 30TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BVF PARTNERS L P/IL
CENTRAL INDEX KEY: 0001055947
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36687
FILM NUMBER: 18724338
BUSINESS ADDRESS:
STREET 1: 1 SANSOME ST
STREET 2: 30TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 3125066500
MAIL ADDRESS:
STREET 1: 1 SANSOME ST
STREET 2: 30TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BVF INC/IL
CENTRAL INDEX KEY: 0001056807
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36687
FILM NUMBER: 18724333
BUSINESS ADDRESS:
STREET 1: 1 SANSOME ST
STREET 2: 30TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 3125066500
MAIL ADDRESS:
STREET 1: 1 SANSOME ST
STREET 2: 30TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND II LP
CENTRAL INDEX KEY: 0001102444
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36687
FILM NUMBER: 18724336
BUSINESS ADDRESS:
STREET 1: 1 SANSOME ST
STREET 2: 30TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 3125066500
MAIL ADDRESS:
STREET 1: 1 SANSOME ST
STREET 2: 30TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND L P
CENTRAL INDEX KEY: 0000918923
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36687
FILM NUMBER: 18724337
BUSINESS ADDRESS:
STREET 1: 1 SANSOME ST
STREET 2: 30TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 3125066500
MAIL ADDRESS:
STREET 1: 1 SANSOME ST
STREET 2: 30TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Biotechnology Value Trading Fund OS LP
CENTRAL INDEX KEY: 0001660683
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36687
FILM NUMBER: 18724335
BUSINESS ADDRESS:
STREET 1: P.O. BOX 309 UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
BUSINESS PHONE: (415) 525-8890
MAIL ADDRESS:
STREET 1: P.O. BOX 309 UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BVF Partners OS Ltd.
CENTRAL INDEX KEY: 0001660684
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36687
FILM NUMBER: 18724334
BUSINESS ADDRESS:
STREET 1: P.O. BOX 309 UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
BUSINESS PHONE: (415) 525-8890
MAIL ADDRESS:
STREET 1: P.O. BOX 309 UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
ISSUER:
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
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
4
1
form407422010xen_03292018.xml
OWNERSHIP DOCUMENT
X0306
4
2018-03-27
1
0001582313
Xenon Pharmaceuticals Inc.
XENE
0001055947
BVF PARTNERS L P/IL
1 SANSOME ST
30TH FL
SAN FRANCISCO
CA
94104
0
0
1
0
0000918923
BIOTECHNOLOGY VALUE FUND L P
1 SANSOME ST
30TH FL
SAN FRANCISCO
CA
94104
0
0
0
1
See Explanation of Responses
0001102444
BIOTECHNOLOGY VALUE FUND II LP
1 SANSOME ST
30TH FL
SAN FRANCISCO
CA
94104
0
0
0
1
See Explanation of Responses
0001660683
Biotechnology Value Trading Fund OS LP
P.O. BOX 309 UGLAND HOUSE
GRAND CAYMAN
E9
KY1-1104
CAYMAN ISLANDS
0
0
0
1
See Explanation of Responses
0001660684
BVF Partners OS Ltd.
P.O. BOX 309 UGLAND HOUSE
GRAND CAYMAN
E9
KY1-1104
CAYMAN ISLANDS
0
0
0
1
See Explanation of Responses
0001056807
BVF INC/IL
1 SANSOME ST
30TH FL
SAN FRANCISCO
CA
94104
0
0
1
0
0001233840
LAMPERT MARK N
1 SANSOME ST
30TH FL
SAN FRANCISCO
CA
94104
0
0
1
0
Common Shares, no par value per share
2018-03-27
4
J
0
1338000
D
336468
D
Common Shares, no par value per share
2018-03-27
4
J
0
861000
D
216694
D
Common Shares, no par value per share
2018-03-27
4
J
0
238000
D
59464
D
Series 1 Preferred Shares
2018-03-27
4
J
0
1338000
A
Common Shares, no par value per share
1338000
1338000
D
Series 1 Preferred Shares
2018-03-27
4
J
0
861000
A
Common Shares, no par value per share
861000
861000
D
Series 1 Preferred Shares
2018-03-27
4
J
0
238000
A
Common Shares, no par value per share
238000
238000
D
This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owned more than 10% of the Issuer's outstanding Common Shares. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
Securities owned directly by BVF. As the general partner of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
Securities owned directly by BVF2. As the general partner of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.
Pursuant to an agreement between the Issuer and the Reporting Persons, the Reporting Persons agreed to exchange in the aggregate 2,868,000 Common Shares for 2,868,000 shares of Series 1 Preferred Shares ("Series 1 Preferred"). Each share of Series 1 Preferred is convertible into one Common Share without payment of any additional consideration. The Series 1 Preferred may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), in excess of 9.99% of the number of Common Shares then issued and outstanding (the "Beneficial Ownership Limitation"). As the date hereof, the Beneficial Ownership Limitation limits the aggregate conversion of Series 1 Preferred by the Reporting Persons to 772,006 Common Shares underlying certain shares of the Series 1 Preferred owned by the Reporting Persons in the aggregate.
BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2018-03-29
Biotechnology Value Fund, L.P., By: BVF Partners L.P., its general partner, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2018-03-29
Biotechnology Value Fund II, L.P., By: BVF Partners L.P., its general partner, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2018-03-29
BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2018-03-29
Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2018-03-29
BVF Inc., By: /s/ Mark N. Lampert, President
2018-03-29
/s/ Mark N. Lampert
2018-03-29