Novelion Therapeutics (NVLN) Form 4 NOVELION THERAPEUTICS / Benjamin Harshbarger 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^*

Harshbarger Benjamin

(Last) (First) (Middle)

C/O NOVELION THERAPEUTICS INC.

887 GREAT NORTHERN WAY, SUITE 250

(Street)

VANCOUVER A1 V5T 4T5

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NOVELION THERAPEUTICS INC. [ NVLN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2017

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	05/09/2017		M		349(1)	A	(2)	819(1)	D
Common Shares	05/09/2017		F		113(3)	D	$9.42	706	D
Common Shares	05/09/2017		M		375	A	(2)	1,081	D
Common Shares	05/09/2017		F		121(3)	D	$9.42	960	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
Restricted Stock Units	(2)	05/09/2017		M			349(1)	(4)	(4)	Common Shares	349(1)	$0.00	697(1)	D
Restricted Stock Units	(2)	05/09/2017		M			375(1)	(5)	(5)	Common Shares	375(1)	$0.00	1,122(1)	D

Explanation of Responses:

1. Reflects a one-for-five share consolidation of the common shares of the Issuer effective December 16, 2016.

2. Each restricted stock unit represents a contingent right to receive one common share.

3. The shares reported as disposed were withheld by the Issuer to satisfy tax withholding obligations of the Reporting Person.

4. 33.34% of the grant vested on May 9, 2017. Subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer or one of its affiliates, 33.33% of the grant will vest on May 9, 2018 and 33.33% of the grant will vest on May 9, 2019.

5. 25% of the grant vested on May 9, 2017. Subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer or one of its affiliates, 50% of the grant will vest on May 9, 2018 and 25% of the grant will vest on May 9, 2019.

	/s/ Jennifer Fitzpatrick, attorney-in-fact	05/11/2017
	** 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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