SEC FORM 4 SEC Form 4
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).
1. Name and Address of Reporting Person*
Ventures West 8 Limited Partnership

(Last) (First) (Middle)
C/O FIVE CORNERS CAPITAL
700 W. GEORGIA STREET, SUITE 2500

(Street)
VANCOUVER A1 V7Y 1B3

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AQUINOX PHARMACEUTICALS, INC [ AQXP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/12/2014
4. 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 Acquired, Disposed of, or Beneficially Owned
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 Special Voting Stock 03/12/2014 A 36,502 A $0.00 40,147 D(1)
Common Special Voting Stock 03/12/2014 D 40,147 D $0.00(2) 0 D(1)
Series A-1 Special Voting Stock 03/12/2014 D 284,090 D $0.00(2) 0 D(1)
Series A-2 Special Voting Stock 03/12/2014 D 189,393 D $0.00(2) 0 D(1)
Series B-1 Special Voting Stock 03/12/2014 D 326,538 D $0.00(2) 0 D(1)
Series B-2 Special Voting Stock 03/12/2014 D 325,035 D $0.00(2) 0 D(1)
Series C Special Voting Stock 03/12/2014 D 378,786 D $0.00(2) 0 D(1)
Common Stock 03/12/2014 C 1,543,989 A (3) 1,543,989 D(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Common Exchangeable Shares (4) 03/12/2014 A 36,502 (4) (4) Common Stock 36,502 $11(4) 40,147 D(1)
Common Exchangeable Shares (4) 03/12/2014 C 40,147 (4) (4) Common Stock 40,147 (4) 0 D(1)
Series A-1 Exchangeable Shares (5) 03/12/2014 C 284,090 (5) (5) Series A-1 Preferred Stock 284,090 (5) 0 D(1)
Series A-1 Preferred Stock (3) 03/12/2014 C 284,090 (3) (3) Common Stock 284,090 (3) 0 D(1)
Series A-1 Preferred Stock (3) 03/12/2014 C 284,090 (3) (3) Common Stock 284,090 (3) 0 D(1)
Series A-2 Exchangeable Shares (5) 03/12/2014 C 189,393 (5) (5) Series A-2 Preferred Stock 189,393 (5) 0 D(1)
Series A-2 Preferred Stock (3) 03/12/2014 C 189,393 (3) (3) Common Stock 189,393 (3) 0 D(1)
Series A-2 Preferred Stock (3) 03/12/2014 C 189,393 (3) (3) Common Stock 189,393 (3) 0 D(1)
Series B-1 Exchangeable Shares (5) 03/12/2014 C 326,538 (5) (5) Series B-1 Preferred Stock 326,538 (5) 0 D(1)
Series B-1 Preferred Stock (3) 03/12/2014 C 326,538 (3) (3) Common Stock 326,538 (3) 0 D(1)
Series B-1 Preferred Stock (3) 03/12/2014 C 326,538 (3) (3) Common Stock 326,538 (3) 0 D(1)
Series B-2 Exchangeable Shares (5) 03/12/2014 C 325,035 (5) (5) Series B-2 Preferred Stock 325,035 (5) 0 D(1)
Series B-2 Preferred Stock (3) 03/12/2014 C 325,035 (3) (3) Common Stock 325,035 (3) 0 D(1)
Series B-2 Preferred Stock (3) 03/12/2014 C 325,035 (3) (3) Common Stock 325,035 (3) 0 D(1)
Series C Exchangeable Shares (5) 03/12/2014 C 378,786 (5) (5) Series C Preferred Stock 378,786 (5) 0 D(1)
Series C Preferred Stock (3) 03/12/2014 C 378,786 (3) (3) Common Stock 378,786 (3) 0 D(1)
Series C Preferred Stock (3) 03/12/2014 C 378,786 (3) (3) Common Stock 378,786 (3) 0 D(1)
Explanation of Responses:
1. Five Corners Capital Inc., the general partner of Ventures West 8 Limited Partnership, has sole voting and investment power with respect to the shares held by Ventures West 8 Limited Partnership. The directors of Five Corners Capital Inc. are Dr. Gary Bridger and Kenneth Galbraith. Dr. Bridger and Kenneth Galbraith disclaim beneficial ownership of all shares except to the extent of their pecuniary interest.
2. Each share of the issuer's Common, Series A-1, Series A-2, Series B-1, Series B-2 and Series C Special Voting Stock was redeemed upon the closing of the issuer's initial public offering for $0.0000192 per share.
3. Each share of the issuer's Series A-1, Series A-2, Series B-1, Series B-2 and Series C Preferred Stock converted into Common Stock of the issuer on a 1-to-1 basis upon the closing of the issuer's initial public offering, and has no expiration date.
4. The Common Exchangeable Shares of Aquinox Pharmaceuticals Inc., a corporation under the Canadian Business Corporations Act ("AQXP Canada"), were exchanged for Common Stock of the issuer on a 1-to-1 basis upon the closing of the issuer's initial public offering, and have no expiration date.
5. The Series A-1, Series A-2, Series B-1, Series B-2 and Series C Exchangeable Shares of AQXP Canada were exchanged for Series A-1, Series A-2, Series B-1, Series B-2 and Series C Preferred Stock, respectively, of the issuer on a 1-to-1 basis immediately prior to the closing of the issuer's initial public offering, and have no expiration date.
Remarks:
/s/ Gary J. Bridger, Managing Director of Five Corners Capital Inc. 03/14/2014
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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