UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Xenon Pharmaceuticals Inc. |
| (Name of Issuer) |
|
|
| Common Stock |
| (Title of Class of Securities) |
|
|
| 98420N105 |
| (CUSIP Number) |
|
|
| December 31, 2017 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 98420N105
|
SCHEDULE 13G/A
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Page 2
of 8 Pages
|
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1
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NAME OF REPORTING PERSONS
OrbiMed Capital GP VI LLC
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|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
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SHARED VOTING POWER
634,812
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|||
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7
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SOLE DISPOSITIVE POWER
0
|
|||
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8
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SHARED DISPOSITIVE POWER
634,812
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|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
634,812
|
|||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.55%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP
No. 98420N105
|
SCHEDULE 13G/A
|
Page 3
of 8 Pages
|
|
1
|
NAME OF REPORTING PERSONS
OrbiMed Advisors LLC
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
634,812
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
634,812
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.55%
|
|||
|
12
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TYPE OF REPORTING PERSON
IA
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CUSIP No. 98420N105
|
SCHEDULE 13G/A
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Page
4 of 8 Pages
|
| Item 1. | (a) Name of Issuer: |
Xenon Pharmaceuticals Inc.
| (b) Address of Issuer’s Principal Executive Offices: |
200-3650 Gilmore Way
Burnaby, British Columbia, Canada V5G 4W8
| Item 2. | (a) Name of Person Filing: |
OrbiMed Capital GP VI LLC
OrbiMed Advisors LLC
| (b) Address of Principal Business Office: |
601 Lexington Avenue, 54th Floor
New York, NY 10022
| (c) Citizenship: |
Please refer to Item 4 on each cover page for each Reporting Person.
| (d) Title of Class of Securities: |
Common Stock
| (e) CUSIP No.: |
98420N105
|
CUSIP No. 98420N105
|
SCHEDULE 13G/A
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Page 5
of 8 Pages
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Item 3. OrbiMed Capital GP VI LLC ("GP VI") is the sole general partner of OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Advisors LLC ("Advisors") is an investment advisor in accordance with ss.240.13d-1(b)(1)(ii)(E) and is the Managing Member of GP VI. Samuel D. Isaly, who was previously identified as a reporting person eligible to report on Schedule 13G/A as a control person in accordance with ss.240.13d-1(b)(1)(ii)(G), has ceased to be the beneficial owner of more than five percent of the outstanding Common Stock. |
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CUSIP No. 98420N105
|
SCHEDULE 13G/A
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Page
6 of 8 Pages
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Item 4. Ownership:
Information with respect to the Reporting Person’s ownership as of December 31, 2017 is incorporated by reference to items (5) - (9) and (11) of the cover page for the Reporting Person.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Reporting persons are holding 3.55% of the shares in the aggregate on behalf of other persons who have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, such securities. Advisors exercises investment and voting power over the shares through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Common Stock reported herein.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and 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.
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CUSIP No. 98420N105
|
SCHEDULE 13G/A
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Page 7
of 8 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2018
| OrbiMed Advisors LLC | |||
| By: | /s/ Jonathan T. Silverstein | ||
| Name: | Jonathan T. Silverstein | ||
| Title: | Member of OrbiMed Advisors LLC | ||
| By: | /s/ Sven H. Borho | ||
| Name: | Sven H. Borho | ||
| Title: | Member of OrbiMed Advisors LLC | ||
| By: | /s/ Carl L. Gordon | ||
| Name: | Carl L. Gordon | ||
| Title: | Member of OrbiMed Advisors LLC | ||
| OrbiMed Capital GP VI LLC | |||
| By: OrbiMed Advisors LLC, Its Managing Member | |||
| By: | /s/ Jonathan T. Silverstein | ||
| Name: | Jonathan T. Silverstein | ||
| Title: | Member of OrbiMed Advisors LLC | ||
| By: | /s/ Sven H. Borho | ||
| Name: | Sven H. Borho | ||
| Title: | Member of OrbiMed Advisors LLC | ||
| By: | /s/ Carl L. Gordon | ||
| Name: | Carl L. Gordon | ||
| Title: | Member of OrbiMed Advisors LLC | ||
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CUSIP No. 98420N105
|
SCHEDULE 13G/A
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Page 8
of 8 Pages
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on this Schedule 13G dated February 13, 2018 (the "Schedule 13G/A"), with respect to the Common Stock, without par value, of Xenon Pharmaceuticals Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G/A. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G/A, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 13, 2018.
| OrbiMed Advisors LLC | |||
| By: | /s/ Jonathan T. Silverstein | ||
| Name: | Jonathan T. Silverstein | ||
| Title: | Member of OrbiMed Advisors LLC | ||
| By: | /s/ Sven H. Borho | ||
| Name: | Sven H. Borho | ||
| Title: | Member of OrbiMed Advisors LLC | ||
| By: | /s/ Carl L. Gordon | ||
| Name: | Carl L. Gordon | ||
| Title: | Member of OrbiMed Advisors LLC | ||
| OrbiMed Capital GP VI LLC | |||
| By: OrbiMed Advisors LLC, Its Managing Member | |||
| By: | /s/ Jonathan T. Silverstein | ||
| Name: | Jonathan T. Silverstein | ||
| Title: | Member of OrbiMed Advisors LLC | ||
| By: | /s/ Sven H. Borho | ||
| Name: | Sven H. Borho | ||
| Title: | Member of OrbiMed Advisors LLC | ||
| By: | /s/ Carl L. Gordon | ||
| Name: | Carl L. Gordon | ||
| Title: | Member of OrbiMed Advisors LLC | ||