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 	  
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1. Name and Address of Reporting Person*
TARNOW MICHAEL M	

(Last)	(First)	(Middle)	
C/O XENON PHARMACEUTICALS INC.	
200 - 3650 GILMORE WAY	

(Street) 
BURNABY	A1	V5G 4W8	

(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) 
X	Director		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) 	
Common Shares	31,865(1) 	D		
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 A Preferred Shares	(2) 	(3) 	Common Shares	16,718(1) 	0.00	D		
Stock Option (Right to Buy)	(4) 	03/31/2015(28) 	Common Shares	5,041(1) 	4.98(5) 	D		
Stock Option (Right to Buy)	(6) 	06/30/2015	Common Shares	1,543(1) 	4.95(5) 	D		
Stock Option (Right to Buy)	(7) 	12/31/2015	Common Shares	5,041(1) 	5.22(5) 	D		
Stock Option (Right to Buy)	(8) 	06/30/2016	Common Shares	1,543(1) 	3.35(9) 	D		
Stock Option (Right to Buy)	(10) 	12/31/2016	Common Shares	14,403(1) 	3.21(9) 	D		
Stock Option (Right to Buy)	(11) 	06/30/2017	Common Shares	1,028(1) 	3.51(9) 	D		
Stock Option (Right to Buy)	(12) 	12/31/2017	Common Shares	1,028(1) 	3.77(9) 	D		
Stock Option (Right to Buy)	(12) 	12/31/2017	Common Shares	5,555(1) 	3.77(9) 	D		
Stock Option (Right to Buy)	(13) 	06/26/2018	Common Shares	5,144(1) 	3.7(9) 	D		
Stock Option (Right to Buy)	(14) 	06/30/2018	Common Shares	2,057(1) 	3.66(9) 	D		
Stock Option (Right to Buy)	(15) 	12/31/2018	Common Shares	5,144(1) 	3.07(9) 	D		
Stock Option (Right to Buy)	(15) 	06/30/2019	Common Shares	2,057(1) 	3.21(9) 	D		
Stock Option (Right to Buy)	(15) 	12/31/2019	Common Shares	5,144(1) 	3.56(9) 	D		
Stock Option (Right to Buy)	(16) 	06/30/2020	Common Shares	2,057(1) 	3.51(9) 	D		
Stock Option (Right to Buy)	(17) 	07/01/2020	Common Shares	5,144(1) 	3.52(9) 	D		
Stock Option (Right to Buy)	(18) 	12/31/2020	Common Shares	5,144(1) 	3.76(9) 	D		
Stock Option (Right to Buy)	(18) 	12/31/2020	Common Shares	5,144(1) 	3.76(9) 	D		
Stock Option (Right to Buy)	(19) 	06/30/2021	Common Shares	2,057(1) 	3.87(9) 	D		
Stock Option (Right to Buy)	(20) 	12/31/2021	Common Shares	1,028(1) 	3.67(9) 	D		
Stock Option (Right to Buy)	(20) 	12/31/2021	Common Shares	5,144(1) 	3.67(9) 	D		
Stock Option (Right to Buy)	(21) 	06/30/2022	Common Shares	2,057(1) 	3.67(22) 	D		
Stock Option (Right to Buy)	(23) 	12/31/2022	Common Shares	5,144(1) 	2.68(22) 	D		
Stock Option (Right to Buy)	(23) 	12/31/2022	Common Shares	4,115(1) 	2.68(22) 	D		
Stock Option (Right to Buy)	(24) 	01/13/2024	Common Shares	2,057(1) 	9.85(25) 	D		
Stock Option (Right to Buy)	(24) 	01/13/2024	Common Shares	5,555(1) 	9.85(25) 	D		
Stock Option (Right to Buy)	(26) 	07/27/2024	Common Shares	2,057(1) 	10.39(27) 	D		
Stock Option (Right to Buy)	(26) 	07/27/2024	Common Shares	1,028(1) 	10.39(27) 	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 A Preferred Shares into one share of Common Shares to occur upon the closing of the Issuer's initial public offering.	
3. Each share has no expiration date.	
4. The shares subject to the option fully vested on January 1, 2008.	
5. The exercise price was converted from $6.07 CAD using the closing rate of exchange of the Bank of Canada on the date of grant, after giving effect to the Reverse Stock Split. The actual exercise price is the Canadian dollar amount regardless of the exchange rate on the date of exercise.	
6. The shares subject to the option fully vested on July 1, 2008.	
7. The shares subject to the option fully vested on January 1, 2009.	
8. The shares subject to the option fully vested on July 1, 2009.	
9. The exercise price was converted from $3.74 CAD using the closing rate of exchange of the Bank of Canada on the date of grant, after giving effect to the Reverse Stock Split. The actual exercise price is the Canadian dollar amount regardless of the exchange rate on the date of exercise.	
10. The shares subject to the option fully vested on January 1, 2010.	
11. The shares subject to the option fully vested on July 1, 2010.	
12. The shares subject to the option fully vested on January 1, 2011.	
13. The shares subject to the option fully vested on June 26, 2011.	
14. The shares subject to the option fully vested on July 1, 2011.	
15. The shares subject to the option fully vested on January 1, 2012.	
16. The shares subject to the option fully vested on July 1, 2013.	
17. The shares subject to the option fully vested on July 2, 2013.	
18. The shares subject to the option fully vested on January 1, 2014.	
19. The shares subject to the option fully vested on July 1, 2014.	
20. 1/3 of the shares subject to the Option vested on January 1, 2013 (the "First 2012 Vesting Commencement Date") and thereafter the remaining 2/3 of the shares subject to the Option vest each monthly anniversary of the First 2012 Vesting Commencement Date over the following 2 years.	
21. 1/3 of the shares subject to the Option vested on July 1, 2013 (the "Second 2012 Vesting Commencement Date") and thereafter the remaining 2/3 of the shares subject to the Option vest each monthly anniversary of the Second 2012 Vesting Commencement Date over the following 2 years.	
22. The exercise price was converted from $2.67 CAD using the closing rate of exchange of the Bank of Canada on the date of grant, after giving effect to the Reverse Stock Split. The actual exercise price is the Canadian dollar amount regardless of the exchange rate on the date of exercise.	
23. 1/3 of the shares subject to the Option vested on January 1, 2014 (the "2013 Vesting Commencement Date") and thereafter the remaining 2/3 of the shares subject to the Option vest each monthly anniversary of the 2013 Vesting Commencement Date over the following 2 years.	
24. 1/3 of the shares subject to the Option vest on January 14, 2015 (the "First 2014 Vesting Commencement Date") and thereafter the remaining 2/3 of the shares subject to the Option vest each monthly anniversary of the First 2014 Vesting Commencement Date over the following 2 years.	
25. The exercise price was converted from $10.78 CAD using the closing rate of exchange of the Bank of Canada on the date of grant, after giving effect to the Reverse Stock Split. The actual exercise price is the Canadian dollar amount regardless of the exchange rate on the date of exercise.	
26. 1/3 of the shares subject to the Option vest on July 28, 2015 (the "Second 2014 Vesting Commencement Date") and thereafter the remaining 2/3 of the shares subject to the Option vest each monthly anniversary of the Second 2014 Vesting Commencement Date over the following 2 years.	
27. The exercise price was converted from $11.22 CAD using the closing rate of exchange of the Bank of Canada on the date of grant, after giving effect to the Reverse Stock Split. The actual exercise price is the Canadian dollar amount regardless of the exchange rate on the date of exercise.	
28. The shares subject to this option were due to expire on January 10, 2014. Pursuant to the Issuer's Amended and Restated Stock Option Plan, the expiration date of this option has been extended until five business days following the expiration of the Lock-up Agreement entered into in connection with the Issuer's initial public offering. The Lock-up Agreement will expire 180 days after the date of the final prospectus related to the initial public offering, or March 31, 2015.	
Remarks:	
	
	/s/ Barbara Mery, Attorney-in-fact for Michael M. Tarnow	11/04/2014	
	** 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 23rd day of September, 2014.

                                        Signature:    /s/ Michael M. Tarnow
                                                    ----------------------------
                                                    Michael M. Tarnow