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^*

BAKER BROS. ADVISORS LP

(Last)

(First)

(Middle)

667 MADISON AVENUE, 21ST FLOOR

(Street)

NEW YORK

US 10065

(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)
01/22/2016

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								2,260	D⁽¹⁾
Common Stock								2,260	D⁽²⁾
Common Stock	01/22/2016		P		1,887	A	$10.7814⁽³⁾	765,980	I	See Footnote⁽⁴⁾⁽¹³⁾
Common Stock	01/22/2016		P		17,221	A	$10.7814⁽³⁾	6,393,162	I	See Footnotes⁽⁵⁾⁽¹³⁾
Common Stock	01/22/2016		P		440	A	$10.6937⁽⁶⁾	766,420	I	See Footnotes⁽⁴⁾⁽¹³⁾
Common Stock	01/22/2016		P		4,021	A	$10.6937⁽⁶⁾	6,397,183	I	See Footnotes⁽⁵⁾⁽¹³⁾
Common Stock	01/22/2016		P		17	A	$10.6	766,437	I	See Footnotes⁽⁴⁾⁽¹³⁾
Common Stock	01/22/2016		P		156	A	$10.6	6,397,339	I	See Footnotes⁽⁵⁾⁽¹³⁾
Common Stock	01/22/2016		P		2,810	A	$10.6908⁽⁷⁾	769,247	I	See Footnotes⁽⁴⁾⁽¹³⁾
Common Stock	01/22/2016		P		25,650	A	$10.6908⁽⁷⁾	6,422,989	I	See Footnotes⁽⁵⁾⁽¹³⁾
Common Stock	01/25/2016		P		312	A	$11.2326⁽⁸⁾	769,559	I	See Footnotes⁽⁴⁾⁽¹³⁾
Common Stock	01/25/2016		P		2,833	A	$11.2326⁽⁸⁾	6,425,822	I	See Footnotes⁽⁵⁾⁽¹³⁾
Common Stock	01/25/2016		P		497	A	$10.9755⁽⁹⁾	770,056	I	See Footnotes⁽⁴⁾⁽¹³⁾
Common Stock	01/25/2016		P		4,503	A	$10.9755⁽⁹⁾	6,430,325	I	See Footnotes⁽⁵⁾⁽¹³⁾
Common Stock	01/25/2016		P		278	A	$11.2043⁽¹⁰⁾	770,334	I	See Footnotes⁽⁴⁾⁽¹³⁾
Common Stock	01/25/2016		P		2,522	A	$11.2043⁽¹⁰⁾	6,432,847	I	See Footnotes⁽⁵⁾⁽¹³⁾
Common Stock	01/26/2016		P		7,318	A	$10.8033⁽¹¹⁾	777,652	I	See Footnotes⁽⁴⁾⁽¹³⁾
Common Stock	01/26/2016		P		66,345	A	$10.8033⁽¹¹⁾	6,499,192	I	See Footnotes⁽⁵⁾⁽¹³⁾
Common Stock	01/26/2016		P		395	A	$10.996⁽¹²⁾	778,047	I	See Footnotes⁽⁴⁾⁽¹³⁾
Common Stock	01/26/2016		P		3,581	A	$10.996⁽¹²⁾	6,502,773	I	See Footnotes⁽⁵⁾⁽¹³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

BAKER BROS. ADVISORS LP

(Last)

(First)

(Middle)

667 MADISON AVENUE, 21ST FLOOR

(Street)

NEW YORK

US 10065

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Baker Bros. Advisors (GP) LLC

(Last)

(First)

(Middle)

667 MADISION AVENUE 21ST FLOOR

(Street)

NEW YORK

US 10065

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BAKER FELIX

(Last)

(First)

(Middle)

667 MADISON AVENUE, 21ST FLOOR

(Street)

NEW YORK

US 10065

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BAKER JULIAN

(Last)

(First)

(Middle)

667 MADISON AVENUE, 21ST FLOOR

(Street)

NEW YORK

US 10065

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Common shares held directly by Felix J. Baker and for which Felix J. Baker has sole beneficial ownership. These shares were received in an in kind pro rata distribution from an affiliated investment fund in January 2015 without consideration.

2. Common shares held directly by Julian C. Baker and for which Julian C. Baker has sole beneficial ownership. These shares were received in an in kind pro rata distribution from an affiliated investment fund in January 2015 without consideration.

3. The price reported in Column 4 is a weighted average price. These shares were traded by the Funds(as defined below) in multiple transactions at prices ranging from $10.42 to $10.90, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

4. After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's shares of Common Stock reported in column 5 of Table I directly held by 667, L.P. ("667"), a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

5. After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's shares of Common Stock reported in column 5 of Table I directly held by Baker Brothers Life Sciences, L.P. ("Life Sciences" and together with 667, the "Funds"), a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

6. The price reported in Column 4 is a weighted average price. These shares were traded by the Funds in multiple transactions at prices ranging from $10.67 to $10.70, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

7. The price reported in Column 4 is a weighted average price. These shares were traded by the Funds in multiple transactions at prices ranging from $10.63 to $10.80, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

8. The price reported in Column 4 is a weighted average price. These shares were traded by the Funds in multiple transactions at prices ranging from $11.17 to $11.25, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

9. The price reported in Column 4 is a weighted average price. These shares were traded by the Funds in multiple transactions at prices ranging from $10.91 to $11.25, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

10. The price reported in Column 4 is a weighted average price. These shares were traded by the Funds in multiple transactions at prices ranging from $11.10 to $11.25, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

11. The price reported in Column 4 is a weighted average price. These shares were traded by the Funds in multiple transactions at prices ranging from $10.49 to $11.20, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

12. The price reported in Column 4 is a weighted average price. These shares were traded by the Funds in multiple transactions at prices ranging from $10.98 to $11.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

13. Baker Bros. Advisors LP (the "Adviser") serves as the Investment Adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are principals of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

	Name: Scott L. Lessing Title: President /s/ Scott L.	01/26/2016
	By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	01/26/2016
	/s/ Felix J. Baker	01/26/2016
	/s/ Julian C. Baker	01/26/2016
	** Signature of Reporting Person	Date
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