Director Patou Gary converted options into 2,645 shares, increasing direct ownership by 11% to 26,218 units (SEC Form 4)
$XENE
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Xenon Pharmaceuticals Inc. [ XENE ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 06/01/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares | 06/01/2026 | M | 2,645(1) | A | (1) | 26,218 | D | |||
| Common Shares | 4,902 | I | See Note(2) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Share Units | (1) | 06/01/2026 | M | 2,645 | (1) | (1) | Common Shares | 2,645 | $0 | 0 | D | ||||
| Share Option (Right to Buy) | $53.46 | 06/03/2026 | A | 10,507 | (3) | 06/02/2036 | Common Shares | 10,507 | $0 | 10,507 | D | ||||
| Restricted Share Units | $0 | 06/03/2026 | A | 1,593 | (4) | (4) | Common Shares | 1,593 | $0 | 1,593 | D | ||||
| Explanation of Responses: |
| 1. Represents Common Shares earned and vested under a restricted share unit ("RSU") award granted to the reporting person on June 5, 2025. The RSU award vested 100% on June 1, 2026, the day before the date of the issuer's 2026 annual meeting of shareholders. |
| 2. By Gary & Karen Barbara Patou TTEE Patou Family Trust FBO Gary Patou Karen Barbara Patou. |
| 3. Vesting 100% on the earlier of (i) June 1, 2027 or (ii) the day before the date of the issuer's 2027 annual meeting of shareholders. |
| 4. Each RSU represents a contingent right to receive one Common Share vesting 100% on the earlier of (i) June 1, 2027 or (ii) the day before the date of the issuer's 2027 annual meeting of shareholders. |
| /s/ Nathaniel Adams, Attorney-in-fact | 06/03/2026 | |
| ** 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 4 (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. | ||
| * Form 4: SEC 1474 (03-26) | ||