View:
Download DOC
Download PDF
SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
MX Associates, LLP
(Last) (First) (Middle)
5375 MEDPACE WAY
(Street)
CINCINNATI OH 45227
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/04/2014 		3. Issuer Name and Ticker or Trading Symbol
Xenon Pharmaceuticals Inc. [ XENE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series E Preferred Shares (2) (3) Common Shares 1,474,660(1) 0.00 D
Explanation of Responses:
1. Reflects a 1-for-4.86 reverse stock split of the Issuer's outstanding shares effected October 1, 2014 (the "Reverse Stock Split").
2. Reflects the automatic conversion of each share of Series E Preferred Shares into 1.2 shares of Common Shares to occur upon the closing of the Issuer's initial public offering.
3. Each share has no expiration date.
Remarks:
/s/ Barbara Mery, Attorney-in-fact for MX Associates, Inc. 11/06/2014
** 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 5 (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 Number.

                               POWER OF ATTORNEY

     The undersigned, as a Section 16 reporting person of Xenon Pharmaceuticals
Inc. (the "Company"), hereby constitutes and appoints Wilson Sonsini Goodrich &
Rosati, P.C., the undersigned's true and lawful attorney-in-fact to:

     1.  complete and execute Forms ID, 3,4 and 5 and other forms and all
         amendments thereto as such attorney-in-fact shall in his or her
         discretion determine to be required or advisable pursuant to Section 16
         of the Securities Exchange Act of 1934 (as amended) and the rules and
         regulations promulgated thereunder, or any successor laws and
         regulations, as a consequence of the undersigned's ownership,
         acquisition or disposition of securities of the Company; and

     2.  do all acts necessary in order to file such forms with the Securities
         and Exchange Commission, any securities exchange or national
         association, the Company and such other person or agency as the
         attorney-in-fact shall deem appropriate.

     The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents shall do or cause to be done by virtue hereof.  The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934 (as amended).

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the Company and the foregoing attorneys-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 5th day of November, 2014.

                                   MX ASSOCIATES, LLP


                                   By:    /s/ August J. Troendle
                                      ----------------------------------

                                   Name:  August J. Troendle
                                        --------------------------------

                                   Title: Managing Partner
                                         -------------------------------