sc13ga107422xen_12312014.htm
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. 1)1
 

Xenon Pharmaceuticals Inc.
 (Name of Issuer)
 
Common Shares, no par value per share
 (Title of Class of Securities)
 
98420N105
 (CUSIP Number)
 
December 31, 2014
 (Date of Event Which Requires Filing of this Statement)
 
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
   o  Rule 13d-1(b)
 
   x  Rule 13d-1(c)
 
   o  Rule 13d-1(d)
 
 

_______________
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 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).
 
 
 
 
CUSIP NO. 98420N105
 
 
1
NAME OF REPORTING PERSON
 
Biotechnology Value Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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 shares
6
SHARED VOTING POWER
 
288,975
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
288,975
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
288,975
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.0%
12
TYPE OF REPORTING PERSON
 
PN

 
2
 
CUSIP NO. 98420N105
 
1
NAME OF REPORTING PERSON
 
Biotechnology Value Fund II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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 shares
6
SHARED VOTING POWER
 
149,793
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
149,793
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
149,793
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.0%
12
TYPE OF REPORTING PERSON
 
PN

 
3
 
CUSIP NO. 98420N105
 
1
NAME OF REPORTING PERSON
 
Investment 10, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
73,724
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
73,724
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
73,724
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 1%
12
TYPE OF REPORTING PERSON
 
OO

 
4
 
CUSIP NO. 98420N105
 
1
NAME OF REPORTING PERSON
 
MSI BVF SPV, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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 shares
6
SHARED VOTING POWER
 
105,732
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
105,732
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
105,732
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 1%
12
TYPE OF REPORTING PERSON
 
OO

 
5
 
CUSIP NO. 98420N105
 
1
NAME OF REPORTING PERSON
 
BVF Partners L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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 shares
6
SHARED VOTING POWER
 
618,224
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
618,224
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
618,224
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.4%
12
TYPE OF REPORTING PERSON
 
PN, IA

 
6
 
CUSIP NO. 98420N105
 
1
NAME OF REPORTING PERSON
 
BVF Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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 shares
6
SHARED VOTING POWER
 
618,224
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
618,224
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
618,224
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.4%
12
TYPE OF REPORTING PERSON
 
CO

 
7
 
CUSIP NO. 98420N105
 
1
NAME OF REPORTING PERSON
 
Mark N. Lampert
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
618,224
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
618,224
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
618,224
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.4%
12
TYPE OF REPORTING PERSON
 
IN

 
8
 
CUSIP NO. 98420N105
 
Item 1(a).
Name of Issuer:

Xenon Pharmaceuticals Inc., a British Columbia corporation (the “Issuer”).

Item 1(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
Item 2(b).
Address of Principal Business Office or, if None, Residence
Item 2(c).
Citizenship

Biotechnology Value Fund, L.P. (“BVF”)
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware

Biotechnology Value Fund II, L.P. (“BVF2”)
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware

Investment 10, L.L.C. (“ILL10”)
900 North Michigan Avenue, Suite 1100
Chicago, Illinois 60611
Citizenship: Illinois

MSI BVF SPV, LLC (“MSI”)
c/o Magnitude Capital, LLC
601 Lexington Avenue, 59th Floor
New York, NY 10022
Citizenship: Delaware

BVF Partners L.P. (“Partners”)
900 North Michigan Avenue, Suite 1100
Chicago, Illinois 60611
Citizenship: Delaware

BVF Inc.
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware

Mark N. Lampert (“Mr. Lampert”)
1 Sansome Street, 30th 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.”
 
 
9
 
CUSIP NO. 98420N105

Item 2(d).
Title of Class of Securities:

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

Item 2(e).
CUSIP Number:

98420N105

Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 
 
/x/
Not applicable.
 
 
(a)
/ /
Broker or dealer registered under Section 15 of the Exchange Act.
 
 
(b)
/ /
Bank as defined in Section 3(a)(6) of the Exchange Act.
 
 
(c)
/ /
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
 
 
(d)
/ /
Investment company registered under Section 8 of the Investment Company Act.
 
 
(e)
/ /
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
 
 
(f)
/ /
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
 
 
(g)
/ /
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
 
 
(h)
/ /
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
 
 
(i)
/ /
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
 
 
(j)
/ /
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
 
(k)
/ /
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
 
Item 4.
Ownership

 
(a)
Amount beneficially owned:

 
As of December 31, 2014 (i) BVF beneficially owned 288,975 shares of Common Stock, (ii) BVF2 beneficially owned 149,793 shares of Common Stock, (iii) ILL10 beneficially owned 73,724 shares of Common Stock, and (iv) MSI beneficially owned 105,732 shares of Common Stock.

 
Partners, as the general partner of BVF and BVF2, and the investment adviser of each of ILL10 and MSI, may be deemed to beneficially own the 618,224 shares of Common Stock beneficially owned in the aggregate by BVF, BVF2, ILL10 and MSI.
 
 
10
 
CUSIP NO. 98420N105
 
 
BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 618,224 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 618,224 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. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the shares of Common Stock beneficially owned by BVF, BVF2, ILL10 and MSI, 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.

 
(b)
Percent of class:

 
The following percentages are based on 14,181,333 shares of Common Stock reported to be outstanding as of November 30, 2014 on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 15, 2014.

 
As of the close of business on December 31, 2014, (i) BVF beneficially owned approximately 2.0% of the outstanding shares of Common Stock, (ii) BVF2 beneficially owned approximately 1.0% of the outstanding shares of Common Stock, (iii) ILL10 beneficially owned less than 1% of the outstanding shares of Common Stock, (iv) MSI beneficially owned less than 1% of the outstanding shares of Common Stock, and (v) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 4.4% of the outstanding shares of Common Stock.

 
(c)
Number of shares as to which such person has:

 
(i)
Sole power to vote or to direct the vote

 
See Cover Pages Items 5-9.

 
(ii)
Shared power to vote or to direct the vote

 
See Cover Pages Items 5-9.

 
(iii)
Sole power to dispose or to direct the disposition of

 
See Cover Pages Items 5-9.

 
(iv)
Shared power to dispose or to direct the disposition of

 
See Cover Pages Items 5-9.

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].
 
 
11
 
CUSIP NO. 98420N105

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.
Identification and Classification of the Subsidiary That 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.

See Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on November 14, 2014.

Item 9.
Notice of Dissolution of Group.

Not Applicable.

Item 10.
Certifications.

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.
 
 
12
 
CUSIP NO. 98420N105

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:  February 13, 2015
 
BIOTECHNOLOGY VALUE FUND, L.P.
  
INVESTMENT 10, L.L.C.
 
 
      
By:
BVF Partners L.P., its general partner
  
By:
BVF Partners L.P., its investment adviser
By:
BVF Inc., its general partner
  
By:
BVF Inc., its general partner
 
 
    
 
By:
/s/ Mark N. Lampert
  
By:
/s/ Mark N. Lampert
 
Mark N. Lampert
    
Mark N. Lampert
 
President
    
President
 
 
      
 
 
      
BIOTECHNOLOGY VALUE FUND II, L.P.
  
MSI BVF SPV, LLC
 
 
      
By:
BVF Partners L.P., its general partner
  
By:
BVF Partners L.P., its investment adviser
By:
BVF Inc., its general partner
  
By:
BVF Inc., its general partner
 
 
    
 
By:
/s/ Mark N. Lampert
  
By:
/s/ Mark N. Lampert
 
Mark N. Lampert
    
Mark N. Lampert
 
President
    
President
 
 
    
 
       
 
BVF PARTNERS L.P.
  
BVF INC.
 
 
    
 
By:
BVF Inc., its general partner
  
By:
/s/ Mark N. Lampert
       
Mark N. Lampert
By:
/s/ Mark N. Lampert
    
President
 
Mark N. Lampert
    
 
 
President
    
 
 
 
  
/s/ Mark N. Lampert
 
 
  
MARK N. LAMPERT
 
 
13