SEC Form SC 13G/A filed by Xenon Pharmaceuticals Inc. (Amendment)

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 12)¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Includes 488,000 shares of Common Stock (defined in Item 2(d)) underlying certain shares of Series 1 Preferred (defined in Item 4).

(1) Includes 488,000 shares of Common Stock underlying certain shares of Series 1 Preferred.

(1) Includes 383,000 shares of Common Stock underlying certain shares of Series 1 Preferred.

(1) Includes 383,000 shares of Common Stock underlying certain shares of Series 1 Preferred.

(1) Includes 80,000 shares of Common Stock underlying certain shares of Series 1 Preferred.

(1) Includes 80,000 shares of Common Stock underlying certain shares of Series 1 Preferred.

(1) Includes 871,000 shares of Common Stock underlying certain shares of Series 1 Preferred.

(1) Includes 1,016,000 shares of Common Stock underlying certain shares of Series 1 Preferred.

(1) Includes 1,016,000 shares of Common Stock underlying certain shares of Series 1 Preferred.

(1) Includes 1,016,000 shares of Common Stock underlying certain shares of Series 1 Preferred.

Explanatory Note

The following constitutes Amendment No. 12 to the Schedule 13G filed by the undersigned (“Amendment No. 12”). This Amendment No. 12 is being filed to correct certain beneficial ownership of the Reporting Persons as of December 31, 2021 provided on Amendment No. 11 to Schedule 13G.

Xenon Pharmaceuticals Inc. (the “Issuer”).

200-3650 Gilmore Way

Burnaby, British Columbia

Canada V5G 4W8

Biotechnology Value Fund, L.P. (“BVF”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF I GP LLC (“BVF GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Fund II, L.P. (“BVF2”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF II GP LLC (“BVF2 GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Trading Fund OS LP (“Trading Fund OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF Partners OS Ltd. (“Partners OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF GP Holdings LLC (“BVF GPH”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Partners L.P. (“Partners”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Inc.

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Mark N. Lampert (“Mr. Lampert”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: United States

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Common Shares, no par value per share (the “Common Stock”)

98420N105

The Reporting Persons hold 1,016,000 shares of Series 1 Preferred Shares (the “Series 1 Preferred”) convertible for an aggregate of 1,016,000 shares of Common Stock. Each share of Series 1 Preferred is convertible into one share of Common Stock. The Series 1 Preferred may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, in excess of 9.99% of the number of shares of Common Stock then issued and outstanding (the “Beneficial Ownership Limitation”). As of the close of business on December 31, 2021, the Beneficial Ownership Limitation does not limit the conversion of any of the Series 1 Preferred held by the Reporting Persons.

As of the close of business on December 31, 2021, (i) BVF beneficially owned 2,295,557 shares of Common Stock, including 488,000 shares of Common Stock underlying certain shares of Series 1 Preferred, (ii) BVF2 beneficially owned 1,672,817 shares of Common Stock, including 383,000 shares of Common Stock issuable upon the conversion of Series 1 Preferred, and (iii) Trading Fund OS beneficially owned 256,181 shares of Common Stock, including 80,000 shares of Common Stock issuable upon the conversion of Series 1 Preferred.

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 2,295,557 shares of Common Stock beneficially owned by BVF.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 1,672,817 shares of Common Stock beneficially owned by BVF2.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 256,181 shares of Common Stock beneficially owned by Trading Fund OS.

BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 3,968,374 shares of Common Stock beneficially owned in the aggregate by BVF and BVF2.

Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 4,305,540 shares of Common Stock beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in a certain Partners managed account (the “Partners Managed Account”), including 80,985 shares of Common Stock held in the Partners Managed Account, which includes 65,000 shares of Common Stock issuable upon the conversion of Series 1 Preferred held in the Partners Managed Account.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 4,305,540 shares of Common Stock beneficially owned by Partners.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 4,305,540 shares of Common Stock beneficially owned by BVF Inc.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. BVF GP disclaims beneficial ownership of the shares of Common Stock beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the shares of Common Stock beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the shares of Common Stock beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the shares of Common Stock beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the shares of Common Stock beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

The following percentages are based on a denominator that is the sum of (i) 51,589,279 shares of Common Stock outstanding as of November 8, 2021 as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021, and (ii) 1,016,000 Shares underlying certain Series 1 Preferred, as applicable.

As of the close of business on December 31, 2021, (i) BVF beneficially owned approximately 4.4% of the outstanding shares of Common Stock, (ii) BVF2 beneficially owned approximately 3.2% of the outstanding shares of Common Stock, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding shares of Common Stock, (iv) BVF GP may be deemed to beneficially own approximately 4.4% of the outstanding shares of Common Stock, (v) BVF2 GP may be deemed to beneficially own approximately 3.2% of the outstanding shares of Common Stock, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding shares of Common Stock, (vii) BVF GPH may be deemed to beneficially own approximately 7.6% of the outstanding shares of Common Stock and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 8.2% of the outstanding shares of Common Stock (less than 1% of the outstanding shares of Common Stock are held in the Partners Managed Account).

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Not Applicable.

BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the shares of Common Stock beneficially owned by BVF and BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the shares of Common Stock beneficially owned by Trading Fund OS and held in the Partners Managed Account.

Not Applicable.

See Exhibit 99.1 to Amendment No. 8 to the Schedule 13G filed with the Securities and Exchange Commission on February 14, 2020.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 18, 2022