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* LEVITT DANIEL J (Last) (First) (Middle) 50 PARKER AVENUE (Street) SAN FRANCISCO CA 94118 (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) 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)

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
Stock Option (Right to Buy)	(1)	07/01/2018	Common Stock(2)	3,906	10.56	D
Stock Option (Right to Buy)	(1)	05/23/2021	Common Stock(2)	3,906	5.76	D
Stock Option (Right to Buy)	(1)	05/29/2023	Common Stock(2)	3,906	5.76	D

Explanation of Responses:

1. The option securities subject to this option shall vest and become exercisable at a rate of one-third of the option securities underlying the options on the one-year anniversary of the vesting commencement date and 1/36th of the option securities underlying the options shall vest each monthly anniversary of the grant date thereafter for so long as the recipient of the option provides continuous service to the issuer, such that the total option securities underlying the options shall be fully vested on the three-year anniversary of the vesting commencement date.

2. Each option granted under the issuer's Joint Canadian Stock Option Plan is exercisable for one "option security." Prior to the closing of the issuer's initial public offering, an option security is comprised of one common exchangeable share and one special voting share of Aquinox Pharmaceuticals Inc., a corporation under the Canadian Business Corporations Act. Following the closing of the issuer's initial public offering, an option security will be comprised of one share of the issuer's common stock.

Remarks:

	/s/Daniel Levitt	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).
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