SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G/A

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, 2015

(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).

 

 

 

  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

 

1,077,241

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

1,077,241

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,077,241

10  

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11  

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.49%

12  

  

TYPE OF REPORTING PERSON

 

IN

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 citizen. 

 

  (b) Address of Principal Office or, if none, Residence:

5375 Medpace Way, Cincinnati, Ohio 45227

 

  (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: 1,077,241

Percentage of Outstanding Shares: 7.49%

Sole Voting Power: 1,077,241

Shared Voting Power: N/A

Sole Dispositive Power: 1,077,241

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.

 

February 26, 2016

     

/s/ August J. Troendle

Date      August J. Troendle

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)