UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
XENON PHARMACEUTICALS INC.
(Name of Issuer)
Common Stock Without Par Value
(Title of Class of Securities)
CUSIP 98420N105
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:
¨ 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 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 | Page 2 of 6 Pages |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
August J. Troendle | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 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
1,171,959 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
1,171,959 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,171,959 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.26% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP NO. 98420N105 | Page 3 of 6 Pages |
| Item 1. |
| (a) | Name of Issuer: |
Xenon Pharmaceuticals Inc., a British Columbia corporation (the “Company”)
| (b) | Address of Issuer’s Principal Executive Office: |
200 – 3650 Gilmore Way
Burnaby, British Columbia
Canada V5G 4W8
| Item 2. |
| (a) | Name of Persons Filing |
This statement is being filed by Dr. August J. Troendle, a United States. Dr. Troendle is referred to herein as a “Reporting Person”.
| (b) | Address of Principal Office or, if none, Residence: |
1492 Corona Lane, Vero Beach, FL 32963
| (c) | Citizenship |
United States
| (d) | Title of Class of Securities |
Common Stock, without par value
| (e) | CUSIP Number |
98420N105
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check whether the person filing is a: |
| (a) | [ ] | Broker or Dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
| (b) | [ ] | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) | [ ] | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) | [ ] | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
| (e) | [ ] | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
| (f) | [ ] | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) | [ ] | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
| (h) | [ ] | A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | [ ] | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
| (j) | [ ] | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
If this statement is filed pursuant to Rule 13d-1(c), check this box x
| Item 4. | Ownership |
Number of Shares: 1,171,959
| CUSIP NO. 98420N105 | Page 4 of 6 Pages |
Percentage of Outstanding Shares: 8.26%
Sole Voting Power: 1,171,959
Shared Voting Power: N/A
Sole Dispositive Power: 1,171,959
Shared Dispositive Power: N/A
| 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: ¨
| Item 6. | Ownership of more than Five Percent on Behalf of another Person |
N/A
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
N/A
| Item 8. | Identification and Classification of Members of the Group |
N/A
| Item 9. | Notice of Dissolution of Group |
N/A
| 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.
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.
| CUSIP NO. 98420N105 | Page 5 of 6 Pages |
| January 12, 2015 |
||||
| Date |
/s/ August J. Troendle | |||
| August J. Troendle |
| CUSIP NO. 98420N105 | Page 6 of 6 Pages |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)