Xenon Pharmaceuticals (XENE) Form 4 Xenon Pharmaceuticals / JAMES R. EMPFIELD 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^*

EMPFIELD JAMES R.

(Last) (First) (Middle)

200 - 3650 GILMORE WAY

(Street)

BURNABY A1 V5G 4W8

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Drug Discovery

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2022

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	03/04/2022		M		25,000	A	$8.4	35,000	D
Common Shares	03/04/2022		F		6,685	D	$31.42(1)	28,315	D
Common Shares	03/04/2022		S		18,315	D	$30.79(2)	10,000	D
Common Shares	03/07/2022		M		2,500	A	$8.4	12,500	D
Common Shares	03/07/2022		F		695	D	$30.23(3)	11,805	D
Common Shares	03/07/2022		M		40,000	A	$6.76	51,805	D
Common Shares	03/07/2022		F		8,952	D	$30.23(3)	42,853	D
Common Shares	03/07/2022		S		1,805	D	$30.62	41,048	D
Common Shares	03/07/2022		S		31,048	D	$30.54(4)	10,000	D

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)	$8.4	03/04/2022		M			25,000	(5)	03/12/2027	Common Shares	25,000	$0.00	0	D
Stock Option (Right to Buy)	$8.4	03/07/2022		M			2,500	(5)	03/12/2027	Common Shares	2,500	$0.00	0	D
Stock Option (Right to Buy)	$6.76	03/07/2022		M			40,000	(6)	02/07/2026	Common Shares	40,000	$0.00	0	D

Explanation of Responses:

1. Represents the closing price of the Company's common shares on March 3, 2022 which was converted to a Canadian dollar amount for purposes of net settlement calculations.

2. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $30.21 to $31.0296, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

3. Represents the closing price of the Company's common shares on March 4, 2022 which was converted to a Canadian dollar amount for purposes of net settlement calculations.

4. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $30.5161 to $30.6208, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

5. Vesting 25% on January 1, 2018, and 75% vesting thereafter over the course of the next 3 years, in equal amounts, on the last day of each month.

6. Vesting 25% on February 9, 2017 and 75% vesting thereafter over the course of the next 3 years, in equal amounts, on the last day of each month.

Remarks:

	/s/ Cassandra Robinson, Attorney-in-fact	03/08/2022
	** 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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