Novelion Therapeutics (NVLN) Form 4 QLT / ELIAV ASSOULINE, 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^*

AXIAL CAPITAL MANAGEMENT, LLC

(Last) (First) (Middle)

101 PARK AVENUE

47TH FLOOR

(Street)

NEW YORK NY 10178

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
QLT INC/BC [ QLTI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2015

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

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

	Form filed by One Reporting Person
X	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	06/16/2015		S		8,865,036	D	$3.4711	0	I	See Footnote(1)

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

1. Name and Address of Reporting Person^*

AXIAL CAPITAL MANAGEMENT, LLC

(Last) (First) (Middle)

101 PARK AVENUE

47TH FLOOR

(Street)

NEW YORK NY 10178

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ANDERSEN MARC

(Last) (First) (Middle)

C/O AXIAL CAPITAL MANAGEMENT, LLC

101 PARK AVENUE, 47TH FLOOR

(Street)

NEW YORK NY 10178

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ASSOULINE, ELIAV

(Last) (First) (Middle)

C/O AXIAL CAPITAL MANAGEMENT, LLC

101 PARK AVENUE, 47TH FLOOR

(Street)

NEW YORK NY 10178

(City) (State) (Zip)

Explanation of Responses:

1. The reported securities are directly owned by certain private investment vehicles managed by Axial Capital Management, LLC and may be deemed to be beneficially owned by Axial Capital Management, LLC as the investment manager of such private investment vehicles. The reported securities may also be deemed to be beneficially owned by Marc Andersen and Eliav Assouline as the Managing Members of Axial Capital Management LLC. Each such Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	Axial Capital Management LLC, By: /s/ Eliav Assouline, Managing Member	06/17/2015
	/s/ Marc Andersen	06/17/2015
	/s/ Eliav Assouline	06/17/2015
	** Signature of Reporting Person	Date
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