d1263959_13g-a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

QLT Inc.

(Name of Issuer)

Common Shares without par value

(Title of Class of Securities)

746927102

(CUSIP Number)

December 31, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[_] Rule 13d-1(b)

[X] Rule 13d-1(c)

[_] Rule 13d-1(d)

__________

*	The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.		746927102


1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Axial Capital Management, LLC

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a) [_]
			(b) [X]

3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	8,865,036

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	8,865,036

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	8,865,036

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		[_]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	17.96%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IA

CUSIP No.		746927102


1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Marc Andersen

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a) [_]
			(b) [X]

3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	8,865,036

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	8,865,036

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	8,865,036

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		[_]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	17.96%


12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

CUSIP No.		746927102


1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Eliav Assouline

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a) [_]
			(b) [X]

3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	8,865,036

7.	SOLE DISPOSITIVE POWER
	0


8.	SHARED DISPOSITIVE POWER

	8,865,036

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	8,865,036

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		[_]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	17.96%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

CUSIP No.		746927102

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Axial Capital Master, L.P.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a) [_]
			(b) [X]

3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	7,851,943

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	7,851,943

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	7,851,943

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		[_]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	15.91%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

CUSIP No.

746927102

Item 1.	(a).	Name of Issuer:
		QLT Inc.

	(b).	Address of issuer's principal executive offices:
		101-887 Great Northern Way
		Vancouver B.C., Canada V5T 4T5

Item 2.	(a).	Name of person filing:
		Axial Capital Management, LLC
		Marc Andersen
		Eliav Assouline
		Axial Capital Master, L.P.

	(b).	Address or principal business office or, if none, residence:
		Axial Capital Management, LLC
		101 Park Avenue, 20th Floor, New York, New York 10178

		Marc Andersen
		101 Park Avenue, 20th Floor, New York, New York 10178

		Eliav Assouline
		101 Park Avenue, 20th Floor, New York, New York 10178

		Axial Capital Master, L.P.
		c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands

	(c).	Citizenship:
		Axial Capital Management, LLC – Delaware
		Marc Andersen – United States of America
		Eliav Assouline – Canada
		Axial Capital Master, L.P. – Cayman Islands

	(d).	Title of class of securities:
		Common Shares without par value

	(e).	CUSIP No.:
		746927102

Item 3.

If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

(a)

[_]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

[_]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

[_]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

[_]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

[_]

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

[_]

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

[_]

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

[_]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

(i)

[_]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

[_]

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

	(k)	[_]	Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:


Item 4.	Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned:
		Axial Capital Management, LLC – 8,865,036
		Marc Andersen – 8,865,036
		Eliav Assouline – 8,865,036
		Axial Capital Master, L.P. – 7,851,943

	(b)	Percent of class:
		Axial Capital Management, LLC – 17.96%
		Marc Andersen – 17.96%
		Eliav Assouline – 17.96%%
		Axial Capital Master, L.P. – 15.91%

(c)	Number of shares as to which the person has:

	(i)	Sole power to vote or to direct the vote	Axial Capital Management, LLC – 0 Marc Andersen – 0 Eliav Assouline – 0 Axial Capital Master, L.P. – 0	,

	(ii)	Shared power to vote or to direct the vote	Axial Capital Management, LLC – 8,865,036 Marc Andersen – 8,865,036 Eliav Assouline – 8,865,036 Axial Capital Master, L.P. – 7,851,943	,

	(iii)	Sole power to dispose or to direct the disposition of	Axial Capital Management, LLC – 0 Marc Andersen – 0 Eliav Assouline – 0 Axial Capital Master, L.P. – 0	,

	(iv)	Shared power to dispose or to direct the disposition of	Axial Capital Management, LLC – 8,865,036 Marc Andersen – 8,865,036 Eliav Assouline – 8,865,036 Axial Capital Master, L.P. – 7,851,943	.

	Instruction: For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1)..


Item 5.	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [_].

	N.A.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
	N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

	If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
	N/A

Item 8.

Identification and Classification of Members of the Group.

	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
	N/A

Item 9.

Notice of Dissolution of Group.

	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
	N/A

Item 10.

Certification.

(c)

The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		February 14, 2012
		(Date)

AXIAL CAPITAL MANAGEMENT, LLC*

By:	/s/ Marc Andersen
	Title: Managing Member


By:	/s/ Eliav Assouline
	Title: Managing Member


	/s/ Marc Andersen*
	Marc Andersen


	/s/ Eliav Assouline*
	Eliav Assouline



	AXIAL CAPITAL MASTER, L.P.

By:	/s/ Marc Andersen
	Title: Managing Member of the General Partner


By:	/s/ Eliav Assouline
	Title: Managing Member of the General Partner

*	The Reporting Persons disclaim beneficial ownership in the Common Shares reported herein except to the extent of their pecuniary interest therein.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit A

AGREEMENT

The undersigned agree that this Amendment No. 5 to Schedule 13G dated February 14, 2012 relating to the Common Shares without par value of QLT Inc. shall be filed on behalf of the undersigned.

	AXIAL CAPITAL MANAGEMENT, LLC

	By:	/s/ Marc Andersen
		Title: Managing Member


	By:	/s/ Eliav Assouline
		Title: Managing Member


		/s/ Marc Andersen
		Marc Andersen


		/s/ Eliav Assouline
		Eliav Assouline



		AXIAL CAPITAL MASTER, L.P.

	By:	/s/ Marc Andersen
		Title: Managing Member of the General Partner


	By:	/s/ Eliav Assouline
		Title: Managing Member of the General Partner

SK 21635 0002 1263959