Neurogene Inc. | SEC Filing

View:

SEC FORM 3 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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

JOHNSON & JOHNSON

(Last)

(First)

(Middle)

ONE JOHNSON & JOHNSON PLAZA

(Street)

NEW BRUNSWICK

08933

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/06/2014

3. Issuer Name and Ticker or Trading Symbol
AQUINOX PHARMACEUTICALS, INC [ AQXP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	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)

	Form filed by One Reporting Person
X	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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A-1 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	255,681	⁽²⁾	I	By Johnson & Johnson Development Corporation⁽¹⁾
Series A-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	170,454	⁽²⁾	I	By Johnson & Johnson Development Corporation⁽¹⁾
Series B-1 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	293,884	⁽²⁾	I	By Johnson & Johnson Development Corporation⁽¹⁾
Series B-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	292,532	⁽²⁾	I	By Johnson & Johnson Development Corporation⁽¹⁾
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	379,543	⁽²⁾	I	By Johnson & Johnson Development Corporation⁽¹⁾

1. Name and Address of Reporting Person^*

JOHNSON & JOHNSON

(Last)

(First)

(Middle)

ONE JOHNSON & JOHNSON PLAZA

(Street)

NEW BRUNSWICK

08933

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

JOHNSON & JOHNSON DEVELOPMENT CORP ET AL

(Last)

(First)

(Middle)

ONE JOHNSON & JOHNSON PLAZA

(Street)

NEW BRUNSWICK

08933

(City)

(State)

(Zip)

Explanation of Responses:

1. The securities reported as being indirectly beneficially owned by the designated Reporting Person are directly beneficially owned by Johnson & Johnson Development Corporation, a wholly-owned subsidiary of the designated Reporting Person.

2. Upon the closing of the Issuer's initial public offering each outstanding share of Preferred Stock will automatically convert into Common Stock, on a 1-to-1 basis, for no additional consideration. There is no expiration date applicable to the Preferred Stock.

Remarks:

	Douglas Chia, Secretary of Johnson & Johnson	03/06/2014
	Steven M. Rosenberg, Secretary of Johnson & Johnson Development Corporation	03/06/2014
	** 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.