Novelion Therapeutics (NVLN) Form 4 QLT / GREGORY D PERRY 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^*

PERRY GREGORY D

(Last) (First) (Middle)

C/O NOVELION THERAPEUTICS INC.

997 GREAT NORTHERN WAY, SUITE 250

(Street)

VANCOUVER A1 V5T 4T5

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2016

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

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
Restricted Stock Units	(1)	11/29/2016		A		35,896		(2)	(2)	Common Shares	35,896	(3)(4)	35,896	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one common share of the Issuer.

2. The restricted stock units will vest in three annual installments, with 33.34% of the units vesting on May 9, 2017, 33.33% of the units vesting on May 9, 2018 and 33.33% of the units vesting on May 9, 2019, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer or any of its subsidiaries.

3. Pursuant to the Agreement and Plan of Merger, dated as of June 14, 2016, by and among the Issuer, Aegerion Pharmaceuticals, Inc. ("Aegerion") and Isotope Acquisition Corp. ("Isotope"), pursuant to which Isotope was merged with and into Aegerion, effective on November 29, 2016, each restricted stock unit with respect to common stock of Aegerion ("Aegerion RSU") that was outstanding as of immediately prior to the effective time of the merger was exchanged for a restricted stock unit with respect to a number of common shares of the Issuer ("Issuer RSU") equal to the product obtained by multiplying (i) the total number of shares of common stock of Aegerion subject to the Aegerion RSU immediately prior to the effective time of the merger by (ii) the exchange ratio of 1.0256.

4. Each Issuer RSU is subject to the same terms and conditions applicable to the corresponding Aegerion RSU and the agreements evidencing grant of the Aegerion RSUs thereunder, including vesting terms, but excluding any terms that are rendered inoperative solely by reason of the merger.

Remarks:

Chief Financial and Administrative Officer

	/s/ Jennifer Fitzpatrick, Attorney-in-fact	12/01/2016
	** 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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