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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT NO 2)*
Xenon Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
98420N105
(CUSIP Number)
December 31, 2016
(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)
☐ 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).
Page 1 of 15 Pages
| Cusip No. 98420N105 | 13G | Page 2 of 15 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
InterWest Partners VII, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH |
5 | SOLE VOTING POWER
297,521 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
297,521 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
297,521 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
Page 2 of 15 Pages
| Cusip No. 98420N105 | 13G | Page 3 of 15 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
InterWest Investors VII, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH |
5 | SOLE VOTING POWER
14,247 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
14,247 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,247 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
Page 3 of 15 Pages
| Cusip No. 98420N105 | 13G | Page 4 of 15 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
InterWest Management Partners VII, LLC (the General Partner of InterWest Partners VII, LP and InterWest Investors VII, LP) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH |
5 | SOLE VOTING POWER
311,768 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
311,768 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
311,768 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
Page 4 of 15 Pages
| Cusip No. 98420N105 | 13G | Page 5 of 15 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
InterWest Venture Management Company | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH |
5 | SOLE VOTING POWER
8,293 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
8,293 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,293 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.05% | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
Kliman and Oronsky each serve as an officer and director of InterWest Venture Management Company (“IVMC”) and share voting and dispositive power over the shares owned by IVMC and may be deemed beneficially to own the shares held by IVMC.
Page 5 of 15 Pages
| Cusip No. 98420N105 | 13G | Page 6 of 15 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
Harvey B. Cash (a Managing Director of InterWest Management Partners VII, LLC) | |||||
| 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 REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
311,768 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
311,768 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
311,768 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Harvey B. Cash that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.
Page 6 of 15 Pages
| Cusip No. 98420N105 | 13G | Page 7 of 15 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
Philip T. Gianos (a Managing Director of InterWest Management Partners VII, LLC) | |||||
| 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 REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
311,768 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
311,768 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
311,768 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Philip T. Gianos that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.
Page 7 of 15 Pages
| Cusip No. 98420N105 | 13G | Page 8 of 15 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
W. Stephen Holmes III (a Managing Director of InterWest Management Partners VII, LLC) | |||||
| 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 REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
311,768 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
311,768 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
311,768 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by W. Stephen Holmes III that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.
Page 8 of 15 Pages
| Cusip No. 98420N105 | 13G | Page 9 of 15 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
Gilbert H. Kliman (a Managing Director of InterWest Management Partners VII, LLC) | |||||
| 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 REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
320,061 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
320,061 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
320,061 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Gilbert H. Kliman that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.
Page 9 of 15 Pages
| Cusip No. 98420N105 | 13G | Page 10 of 15 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
Arnold L. Oronsky (a Managing Director of InterWest Management Partners VII, LLC) | |||||
| 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 REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
320,061 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
320,061 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
320,061 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Arnold L. Oronsky that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.
Page 10 of 15 Pages
ITEM 1.
| (a) | NAME OF ISSUER: Xenon Pharmaceuticals, Inc. |
| (b) | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICE: |
200–3650 Gilmore Way, Burnaby, British Columbia, Canada V5G 4W8
ITEM 2.
| (a) | NAME OF PERSON(S) FILING: |
InterWest Partners VII, LP (“IWP VII”)
InterWest Investors VII, LP (“II VII”)
InterWest Management Partners VII, LLC (“IMP VII”)
InterWest Venture Management Company (“IVMC”)
Harvey B. Cash (“Cash”)
Philip T. Gianos (“Gianos”)
W. Stephen Holmes III (“Holmes”)
Gilbert H. Kliman (“Kliman”)
Arnold L. Oronsky (“Oronsky”)
| (b) | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
2710 Sand Hill Road, Suite 200, Menlo Park, CA 94025
| (c) | CITIZENSHIP/PLACE OF ORGANIZATION: |
| IWP VII: | California | |
| II VII: | California | |
| IMP VII: | California | |
| IVMC: | California | |
| Cash: | United States | |
| Gianos: | United States | |
| Holmes: | United States | |
| Kliman: | United States | |
| Oronsky: | United States |
Page 11 of 15 Pages
| (d) | TITLE OF CLASS OF SECURITIES: Common Stock |
| (e) | CUSIP NUMBER: 98420N105 |
ITEM 3. NOT APPLICABLE.
ITEM 4. OWNERSHIP.
| IWP VII | II VII | IMP VII (1) | IVMC (2) | |||||||||||||
| Beneficial Ownership |
297,521 | 14,247 | 311,768 | 8,293 | ||||||||||||
| Percentage of Class |
1.7 | % | Less than 0.1 | % | 1.7 | % | 0.05 | % | ||||||||
| Sole Voting Power |
297,521 | 14,247 | 311,768 | 8,293 | ||||||||||||
| Shared Voting Power |
0 | 0 | 0 | 0 | ||||||||||||
| Sole Dispositive Power |
297,521 | 14,247 | 311,768 | 8,293 | ||||||||||||
| Shared Dispositive Power |
0 | 0 | 0 | 0 | ||||||||||||
| Cash (3) | Gianos (3) | Holmes (3) | ||||||||||
| Beneficial Ownership |
311,768 | 311,768 | 311,768 | |||||||||
| Percentage of Class |
1.7 | % | 1.7 | % | 1.7 | % | ||||||
| Sole Voting Power |
0 | 0 | 0 | |||||||||
| Shared Voting Power |
311,768 | 311,768 | 311,768 | |||||||||
| Sole Dispositive Power |
0 | 0 | 0 | |||||||||
| Shared Dispositive Power |
311,768 | 311,768 | 311,768 | |||||||||
| Kliman (2)(3) | Oronsky (2)(3) | |||||||
| Beneficial Ownership |
320,061 | 320,061 | ||||||
| Percentage of Class |
1.8 | % | 1.8 | % | ||||
| Sole Voting Power |
0 | 0 | ||||||
| Shared Voting Power |
320,061 | 320,061 | ||||||
| Sole Dispositive Power |
0 | 0 | ||||||
| Shared Dispositive Power |
320,061 | 320,061 | ||||||
| (1) | IMP VII is the general partner of IWP VII and II VII. |
| (2) | Kliman and Oronsky each serve as an officer and director of InterWest Venture Management Company (“IVMC”) and share voting and dispositive power over the shares owned by IVMC and may be deemed beneficially to own the shares held by IVMC. |
| (3) | Cash, Gianos, Holmes, Kliman, and Oronsky are Managing Directors of IMP VII and share voting and investment control over shares held by IWP VII and II VII. Beneficial ownership is expressly disclaimed, except to the extent of their pecuniary interest. |
Page 12 of 15 Pages
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.
Under certain circumstances set forth in the limited liability company operating agreement of IMP VII, the members of such limited liability company have the right to receive dividends from, or the proceeds from the sale of, the common stock of Issuer beneficially owned by such limited liability company.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
No reporting person is a member of a group as defined in section 240.13d-1(b)(1)(iii)(H) of the Act.
ITEM 9. NOTICE OF DISSOLUTION OF THE GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
EXHIBITS
Joint Filing Statement attached as Exhibit A.
Page 13 of 15 Pages
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.
Date: February 14, 2017
| INTERWEST PARTNERS VII, LP | ||||||||||
| By: | InterWest Management Partners VII, LLC | |||||||||
| By: | /s/ Harvey B. Cash by Karen A. Wilson, Power of Attorney |
its General Partner | ||||||||
| Name: | Harvey B. Cash | By: | /s/ Gilbert H. Kliman | |||||||
| Managing Director | ||||||||||
| By: | /s/ Philip T. Gianos |
|||||||||
| Name: | Philip T. Gianos | INTERWEST INVESTORS VII, LP | ||||||||
| By: | /s/ W. Stephen Holmes by Karen A. Wilson, Power of Attorney |
By: | InterWest Management Partners VII, LLC its General Partner | |||||||
| Name: | W. Stephen Holmes III | |||||||||
| By: | /s/ Gilbert H. Kliman |
By: | /s/ Gilbert H. Kliman | |||||||
| Name: | Gilbert H. Kliman | Managing Director | ||||||||
| By: | /s/ Arnold L. Oronsky |
INTERWEST MANAGEMENT PARTNERS VII, LLC | ||||||||
| Name: | Arnold L. Oronsky | |||||||||
| By: | /s/ Gilbert H. Kliman | |||||||||
| Managing Director | ||||||||||
| INTERWEST VENTURE MANAGEMENT COMPANY | ||||||||||
| By: | /s/ Gilbert H. Kliman | |||||||||
| Secretary | ||||||||||
Page 14 of 15 Pages