UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5)¹

Novelion Therapeutics Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

67001K 20 2

(CUSIP Number)

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 3, 2017

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

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

1              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 disclosures provided in a prior cover page.

The information required on 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. 67001K 20 2

	1	NAME OF REPORTING PERSON
			KINGSTOWN PARTNERS MASTER LTD.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			CAYMAN ISLANDS
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					358,460
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					358,460
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			358,460
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			1.9%
	14	TYPE OF REPORTING PERSON
			CO

2

CUSIP No. 67001K 20 2

	1	NAME OF REPORTING PERSON
			KINGSTOWN PARTNERS II, L.P.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					103,291
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					103,291
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			103,291
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			LESS THAN 1%
	14	TYPE OF REPORTING PERSON
			PN

3

CUSIP No. 67001K 20 2

	1	NAME OF REPORTING PERSON
			KTOWN, LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					100,228
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					100,228
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			100,228
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			LESS THAN 1%
	14	TYPE OF REPORTING PERSON
			PN

4

CUSIP No. 67001K 20 2

	1	NAME OF REPORTING PERSON
			KINGSTOWN CAPITAL PARTNERS, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					203,519
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					203,519
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			203,519
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			1.1%
	14	TYPE OF REPORTING PERSON
			OO

5

CUSIP No. 67001K 20 2

	1	NAME OF REPORTING PERSON
			KINGSTOWN CAPITAL MANAGEMENT L.P.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					561,979
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					561,979
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			561,979
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			3.0%
	14	TYPE OF REPORTING PERSON
			PN

6

CUSIP No. 67001K 20 2

	1	NAME OF REPORTING PERSON
			KINGSTOWN MANAGEMENT GP LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					561,979
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					561,979
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			561,979
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			3.0%
	14	TYPE OF REPORTING PERSON
			OO

7

CUSIP No. 67001K 20 2

	1	NAME OF REPORTING PERSON
			MICHAEL BLITZER
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					561,979
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					561,979
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			561,979
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			3.0%
	14	TYPE OF REPORTING PERSON
			IN

8

CUSIP No. 67001K 20 2

	1	NAME OF REPORTING PERSON
			GUY SHANON
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					561,979
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					561,979
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			561,979
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			3.0%
	14	TYPE OF REPORTING PERSON
			IN

9

CUSIP No. 67001K 20 2

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

Item 1. Security and Issuer.

Item 1 is hereby amended and restated to read as follows:

This statement relates to the Common Stock, no par value per share (the “Shares”), of Novelion Therapeutics Inc., a corporation formed under the laws of the Province of British Columbia (the “Issuer”). The address of the principal executive offices of the Issuer is 887 Great Northern Way, Suite 250, Vancouver, B.C., Canada V5T 4T5.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 358,460 Shares owned by Master Fund is approximately $1,826,053, including brokerage commissions. The aggregate purchase price of the 103,291 Shares owned by Fund II is approximately $1,172,763, including brokerage commissions. The aggregate purchase price of the 100,228 Shares owned by Ktown is approximately $1,219,837, including brokerage commissions. The Shares purchased by Master Fund, Fund II and Ktown were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.

Item 5. Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 18,558,072 Shares outstanding, which is the total number of Shares outstanding as of March 16, 2017, as reported in the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2017.

As of the close of business on April 4, 2017, Master Fund owned directly 358,460 Shares, constituting approximately 1.9% of the Shares outstanding, Fund II owned directly 103,291 Shares, constituting less than one percent of the Shares outstanding and Ktown owned directly 100,228 Shares, constituting less than one percent of the Shares outstanding. General Partner, as the general partner of each of Fund II and Ktown, may be deemed to beneficially own the Shares owned directly by Fund II and Ktown. Each of Kingstown Capital, as the investment manager of each of the Funds, and Messrs. Blitzer and Shanon, as managing members of Kingstown Management, may be deemed to beneficially own the Shares owned directly by the Funds.

Item 5(c) is hereby amended to add the following:

(c)       Schedule B annexed hereto lists all transactions in securities of the Issuer during the past 60 days by the Reporting Persons.

Item 5(e) is hereby amended to add the following:

(e)       As of November 29, 2016, following completion of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of June 14, 2016, as amended, among the Issuer, Aegerion and Isotope Acquisition Corp., an indirect wholly-owned subsidiary of the Issuer, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares.

10

CUSIP No. 67001K 20 2

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: April 5, 2017	KINGSTOWN CAPITAL MANAGEMENT L.P.
	By:		Kingstown Management GP LLC
			its general partner
	By:	/s/ Michael Blitzer
		Michael Blitzer Managing Member

KINGSTOWN PARTNERS II, L.P.
By:		Kingstown Capital Partners LLC
		its general partner
By:	/s/ Michael Blitzer
	Michael Blitzer Managing Member

KTOWN, LP
By:		Kingstown Capital Partners LLC
		its general partner
By:	/s/ Michael Blitzer
	Michael Blitzer Managing Member

KINGSTOWN MANAGEMENT GP LLC
By:	/s/ Michael Blitzer
	Michael Blitzer Managing Member

11

CUSIP No. 67001K 20 2

KINGSTOWN CAPITAL PARTNERS, LLC
By:	/s/ Michael Blitzer
	Michael Blitzer Managing Member

KINGSTOWN PARTNERS MASTER LTD.
By:	/s/ Michael Blitzer
	Michael Blitzer Director

/s/ Michael Blitzer

MICHAEL BLITZER

/s/ Guy Shanon

GUY SHANON

12

CUSIP No. 67001K 20 2

SCHEDULE B

Transactions in the Shares by the Reporting Persons During the Past 60 Days

Date of Sale	Shares of Common Stock Sold	Price Per Share ($)
KINGSTOWN PARTNERS MASTER LTD.
4/3/2017	(3,591)	10.7580
4/4/2017	(18,195)	10.7276
KTOWN, LP
4/3/2017	(11,145)	10.7580
4/4/2017	(5,088)	10.7276