Xenon Pharmaceuticals (XENE) Form 4 Xenon Pharmaceuticals / SIMON N. PIMSTONE ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PIMSTONE SIMON N.

(Last) (First) (Middle)

200 - 3650 GILMORE WAY

(Street)

BURNABY A1

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2019

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	09/17/2019		M		36,008	A	$3.7(1)	264,143	D
Common Shares	09/17/2019		F		10,769	D	$9.44(2)	253,374	D
Common Shares	09/17/2019		M		9,259	A	$3.07(1)	262,633	D
Common Shares	09/17/2019		F		2,769	D	$9.44(2)	259,864	D
Common Shares	09/17/2019		M		12,345	A	$3.38(1)	272,209	D
Common Shares	09/17/2019		F		3,692	D	$9.44(2)	268,517	D
Common Shares								16,460	I	Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$9.44	09/16/2019		A		280,000		(3)	09/15/2029	Common Shares	280,000	$0.00	280,000	D
Stock Option (Right to Buy)	$3.7(1)	09/17/2019		M			36,008	(4)	09/18/2019	Common Shares	36,008	$0.00	0	D
Stock Option (Right to Buy)	$3.07(1)	09/17/2019		M			9,259	(5)	09/18/2019	Common Shares	9,259	$0.00	0	D
Stock Option (Right to Buy)	$3.38(1)	09/17/2019		M			12,345	(6)	09/18/2019	Common Shares	12,345	$0.00	0	D

Explanation of Responses:

1. 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. The actual exercise price is the Canadian dollar amount regardless of the exchange rate on the date of exercise.

2. Represents the closing price of the Company's common shares on September 16, 2019, which was converted to a Canadian dollar amount for purposes of net settlement calculations.

3. Vesting over 36 months, in equal amounts, on the last day of each month.

4. The shares subject to the option fully vested on May 31, 2011. The date the options became fully vested was incorrectly reflected on the Reporting Person's Form 3.

5. The shares subject to the option fully vested on December 31, 2012. The date the options became fully vested was incorrectly reflected on the Reporting Person's Form 3.

6. The shares subject to the option fully vested on August 31, 2013. The date the options became fully vested was incorrectly reflected on the Reporting Person's Form 3.

Remarks:

	/s/ Sherry Aulin, Attorney-in-fact	09/18/2019
	** 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 4 (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).
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