Statement of Changes in Beneficial Ownership (4)
10 March 2023 - 10:22AM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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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1. Name
and Address of Reporting Person * PIMSTONE SIMON N. |
2. Issuer Name and Ticker or Trading
Symbol Xenon Pharmaceuticals Inc. [ XENE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
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(Last)
(First)
(Middle)
200 - 3650 GILMORE WAY |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/7/2023
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(Street)
BURNABY, A1 V5G 4W8
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
3/7/2023 |
|
M |
|
41152 |
A |
$2.68 (1) |
47152 |
D |
|
Common Shares |
3/7/2023 |
|
F |
|
2160 |
D |
$37.13 (2) |
44992 |
D |
|
Common Shares |
3/7/2023 |
|
S |
|
10990 |
D |
$37.01 (3) |
34002 |
D |
|
Common Shares |
3/7/2023 |
|
M |
|
30864 |
A |
$2.59 (1) |
64866 |
D |
|
Common Shares |
3/7/2023 |
|
F |
|
1618 |
D |
$37.13 (2) |
63248 |
D |
|
Common Shares |
3/7/2023 |
|
S |
|
8242 |
D |
$36.94 (4) |
55006 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 |
Stock Option (Right to Buy) |
$2.68 (1) |
3/7/2023 |
|
M |
|
|
41152 |
(5) |
3/10/2023 (6) |
Common Shares |
41152 |
$0.00 |
0 |
D |
|
Stock Option (Right to Buy) |
$2.59 (1) |
3/7/2023 |
|
M |
|
|
30864 |
(5) |
3/9/2023 |
Common Shares |
30864 |
$0.00 |
0 |
D |
|
Explanation of
Responses: |
(1) |
The exercise price was
converted to U.S. dollars from $2.67 CAD using the closing rate of
exchange on the Bank of Canada on the date of grant. The actual
exercise price is the Canadian dollar amount regardless of the
exchange rate on the date of exercise. |
(2) |
Represents the closing price
of the Company's common shares on March 6, 2023 for purposes of net
settlement calculations. |
(3) |
The "Amount" and "Price"
reported in this Column 4 reflect the aggregate number and
weighted-average price, respectively, of shares sold. These shares
were sold in multiple transactions at prices ranging from $36.93 to
$37.13, inclusive. The reporting person undertakes to provide to
the issuer, any security holder of the issuer, or the SEC staff,
upon request, full information regarding the number of shares sold
at each separate price within the range set forth
herein. |
(4) |
The "Amount" and "Price"
reported in this Column 4 reflect the aggregate number and
weighted-average price, respectively, of shares sold. These shares
were sold in multiple transactions at prices ranging from $36.89 to
$37.03, inclusive. The reporting person undertakes to provide to
the issuer, any security holder of the issuer, or the SEC staff,
upon request, full information regarding the number of shares sold
at each separate price within the range set forth
herein. |
(5) |
The shares subject to the
options are fully vested and exercisable. |
(6) |
Expiration date differs from
originally reported date due to an automatic extension provided by
the option plan as a result of the original expiration date falling
during a Company blackout period. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
PIMSTONE SIMON N.
200 - 3650 GILMORE WAY
BURNABY, A1 V5G 4W8 |
X |
|
|
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Signatures
|
/s/ Cassandra Robinson, Power of
Attorney |
|
3/9/2023 |
**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). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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