240.13d-102 Schedule 13G - Information to be included in statements filed
pursuant to 240.13d-1(b), (c), and (d) and amendments thereto
filed pursuant to 240.13d-2.
Securities and Exchange Commission, Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No._)*
(Name of Issuer)
Xenon Pharmaceuticals Inc.
(Title of Class of Securities)
Common Shares, Without Par Value
(CUSIP Number)
98420N105
(Date of Event Which Requires Filing of this Statement)
October 27, 2021
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ x ] Rule 13d-1(c)
[ ] 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).
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
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(1) Names of reporting persons Point72 Asset Management, L.P.
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization Delaware
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 2,624,160 (see Item 4)
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(7) Sole dispositive power 0
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(8) Shared dispositive power 2,624,160 (see Item 4)
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(9) Aggregate amount beneficially owned by each reporting person
2,624,160 (see Item 4)
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 5.0% (see Item 4)
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(12) Type of reporting person (see instructions) PN
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CUSIP No. 98420N105
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(1) Names of reporting persons Point72 Capital Advisors, Inc.
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization Delaware
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 2,624,160 (see Item 4)
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(7) Sole dispositive power 0
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(8) Shared dispositive power 2,624,160 (see Item 4)
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(9) Aggregate amount beneficially owned by each reporting person
2,624,160 (see Item 4)
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 5.0% (see Item 4)
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(12) Type of reporting person (see instructions) CO
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CUSIP No. 98420N105
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(1) Names of reporting persons Cubist Systematic Strategies, LLC
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization Delaware
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 17,093 (see Item 4)
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(7) Sole dispositive power 0
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(8) Shared dispositive power 17,093 (see Item 4)
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(9) Aggregate amount beneficially owned by each reporting person
17,093 (see Item 4)
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) <0.1% (see Item 4)
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(12) Type of reporting person (see instructions) OO
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CUSIP No. 98420N105
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(1) Names of reporting persons Steven A. Cohen
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization United States
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 2,641,253 (see Item 4)
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(7) Sole dispositive power 0
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(8) Shared dispositive power 2,641,253 (see Item 4)
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(9) Aggregate amount beneficially owned by each reporting person
2,641,253 (see Item 4)
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 5.1% (see Item 4)
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(12) Type of reporting person (see instructions) IN
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Item 1(a) Name of issuer:
Xenon Pharmaceuticals Inc.
Item 1(b) Address of issuer's principal executive offices:
200-3650 Gilmore Way, Burnaby, British Columbia, Canada V5G 4W8
2(a) Name of person filing:
This statement is filed by: (i) Point72 Asset Management, L.P. (“Point72 Asset
Management”) with respect to common shares, without par value (“Shares”), of
the Issuer held by certain investment funds it manages; (ii) Point72 Capital Advisors,
Inc. (“Point72 Capital Advisors Inc.”) with respect to Shares held by certain
investment funds managed by Point72 Asset Management; (iii) Cubist Systematic
Strategies, LLC (“Cubist Systematic Strategies”) with respect to Shares held by
certain investment funds it manages; and (iv) Steven A. Cohen (“Mr. Cohen”)
with respect to Shares beneficially owned by Point72 Asset Management, Point72
Capital Advisors Inc., and Cubist Systematic Strategies.
Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic
Strategies, and Mr. Cohen have entered into a Joint Filing Agreement, a copy of
which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they
have agreed to file this Schedule 13G jointly in accordance with the
provisions of Rule 13d-1(k) of the Act.
Management”) with respect to common shares, without par value (“Shares”), of
the Issuer held by certain investment funds it manages; (ii) Point72 Capital Advisors,
Inc. (“Point72 Capital Advisors Inc.”) with respect to Shares held by certain
investment funds managed by Point72 Asset Management; (iii) Cubist Systematic
Strategies, LLC (“Cubist Systematic Strategies”) with respect to Shares held by
certain investment funds it manages; and (iv) Steven A. Cohen (“Mr. Cohen”)
with respect to Shares beneficially owned by Point72 Asset Management, Point72
Capital Advisors Inc., and Cubist Systematic Strategies.
Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic
Strategies, and Mr. Cohen have entered into a Joint Filing Agreement, a copy of
which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they
have agreed to file this Schedule 13G jointly in accordance with the
provisions of Rule 13d-1(k) of the Act.
2(b) Address or principal business office or, if none, residence:
The address of the principal business office of (i) Point72 Asset Management,
Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road,
Stamford, CT 06902; and (ii) Cubist Systematic Strategies is 55 Hudson
Yards, New York, NY 10001.
Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road,
Stamford, CT 06902; and (ii) Cubist Systematic Strategies is 55 Hudson
Yards, New York, NY 10001.
2(c) Citizenship:
Point72 Asset Management is a Delaware limited partnership. Point72 Capital
Advisors Inc. is a Delaware corporation. Cubist Systematic Strategies is a
Delaware limited liability company. Mr. Cohen is a United States citizen.
Advisors Inc. is a Delaware corporation. Cubist Systematic Strategies is a
Delaware limited liability company. Mr. Cohen is a United States citizen.
2(d) Title of class of securities:
Common Shares, Without Par Value
2(e) CUSIP Number:
98420N105
Item 3.
Not applicable
Item 4. Ownership
As of the close of business on October 27, 2021:
1. Point72 Asset Management, L.P.
(a) Amount beneficially owned: 2,624,160
(b) Percent of class: 5.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,624,160
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 2,624,160
2. Point72 Capital Advisors, Inc.
(a) Amount beneficially owned: 2,624,160
(b) Percent of class: 5.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,624,160
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 2,624,160
3. Cubist Systematic Strategies, LLC
(a) Amount beneficially owned: 17,093
(b) Percent of class: <0.1%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 17,093
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 17,093
4. Steven A. Cohen
(a) Amount beneficially owned: 2,641,253
(b) Percent of class: 5.1%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,641,253
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 2,641,253
Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic
Strategies, and Mr. Cohen own directly no Shares. Pursuant to an investment
management agreement, Point72 Asset Management maintains investment and
voting power with respect to the securities held by certain investment funds it
manages. Point72 Capital Advisors Inc. is the general partner of Point72 Asset
Management. Pursuant to an investment management agreement, Cubist
Systematic Strategies maintains investment and voting power with respect to
the securities held by certain investment funds it manages. Mr. Cohen controls
each of Point72 Asset Management, Point72 Capital Advisors Inc., and Cubist
Systematic Strategies. By reason of the provisions of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended, each of (i) Point72 Asset
Management, Point72 Capital Advisors Inc., and Mr. Cohen may be deemed
to beneficially own 2,624,160 Shares (constituting approximately 5.0% of the
Shares outstanding) and (ii) Cubist Systematic Strategies and Mr. Cohen may
be deemed to beneficially own 17,093 Shares (constituting <0.1% of the
Shares outstanding). Each of Point72 Asset Management, Point72 Capital
Advisors Inc., Cubist Systematic Strategies, and Mr. Cohen disclaims
beneficial ownership of any of the securities covered by this statement.
Strategies, and Mr. Cohen own directly no Shares. Pursuant to an investment
management agreement, Point72 Asset Management maintains investment and
voting power with respect to the securities held by certain investment funds it
manages. Point72 Capital Advisors Inc. is the general partner of Point72 Asset
Management. Pursuant to an investment management agreement, Cubist
Systematic Strategies maintains investment and voting power with respect to
the securities held by certain investment funds it manages. Mr. Cohen controls
each of Point72 Asset Management, Point72 Capital Advisors Inc., and Cubist
Systematic Strategies. By reason of the provisions of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended, each of (i) Point72 Asset
Management, Point72 Capital Advisors Inc., and Mr. Cohen may be deemed
to beneficially own 2,624,160 Shares (constituting approximately 5.0% of the
Shares outstanding) and (ii) Cubist Systematic Strategies and Mr. Cohen may
be deemed to beneficially own 17,093 Shares (constituting <0.1% of the
Shares outstanding). Each of Point72 Asset Management, Point72 Capital
Advisors Inc., Cubist Systematic Strategies, and Mr. Cohen disclaims
beneficial ownership of any of the securities covered by this statement.
The percentages set forth herein are based on 52,133,568 Shares outstanding
as of the completion of the Issuer's underwritten public offering that closed
on October 8, 2021, as disclosed in the Issuer's prospectus supplement filed
on Form 424B5 and giving effect to the full exercise of the underwriter's option
to purchase additional Shares in the offering, as publicly announced in a
press release by the Issuer on October 8, 2021.
as of the completion of the Issuer's underwritten public offering that closed
on October 8, 2021, as disclosed in the Issuer's prospectus supplement filed
on Form 424B5 and giving effect to the full exercise of the underwriter's option
to purchase additional Shares in the offering, as publicly announced in a
press release by the Issuer on October 8, 2021.
Item 5. Ownership of 5 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
5 percent of the class of securities, check the following [].
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reporting 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. Certifications
By signing below I certify that, to the best of my 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, other than
activities solely in connection with a nomination under§ 240.14a-11.
activities solely in connection with a nomination under§ 240.14a-11.
Signature. 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: October 28, 2021
POINT72 ASSET MANAGEMENT, L.P.
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
POINT72 CAPITAL ADVISORS, INC.
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
CUBIST SYSTEMATIC STRATEGIES, LLC
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
STEVEN A. COHEN
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance
with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing
additional joint filing agreements.
Dated: October 28, 2021
POINT72 ASSET MANAGEMENT, L.P.
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
POINT72 CAPITAL ADVISORS, INC.
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
CUBIST SYSTEMATIC STRATEGIES, LLC
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
STEVEN A. COHEN
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person