X0206 3 2014-11-04 0 0001582313 Xenon Pharmaceuticals Inc. XENE 0001619967 COHEN CHARLES J. C/O XENON PHARMACEUTICALS INC. 200 - 3650 GILMORE WAY BURNABY A1 V5G 4W8 BRITISH COLUMBIA, CANADA 0 1 0 0 VP, Biology Stock Option (Right to Buy) 3.71 2018-02-04 Common Shares 26748 D Stock Option (Right to Buy) 3.07 2018-12-31 Common Shares 4115 D Stock Option (Right to Buy) 3.56 2019-12-31 Common Shares 3600 D Stock Option (Right to Buy) 3.76 2020-12-31 Common Shares 2057 D Stock Option (Right to Buy) 3.67 2021-12-31 Common Shares 2057 D Stock Option (Right to Buy) 2.68 2022-12-31 Common Shares 3086 D Stock Option (Right to Buy) 9.85 2024-01-13 Common Shares 4115 D The shares subject to the option fully vested on February 5, 2012. Reflects a 1-for-4.86 reverse stock split of the Issuer's outstanding shares effected October 1. 2014 (the "Reverse Stock Split"). The exercise price was converted from $3.74 CAD using the closing rate of exchange of the Bank of Canada on the date of grant, after giving effect to the Reverse Stock Split. The actual exercise price is the Canadian dollar amount regardless of the exchange rate on the date of exercise. The shares subject to the option fully vested on January 1, 2013. The shares subject to the option fully vested on January 1, 2014. 25% of the shares subject to the Option vested on the one year anniversary of January 1, 2011 (the "2011 Vesting Commencement Date") and thereafter 1/48th of the shares subject to the Option vest on each monthly anniversary of the 2011 Vesting Commencement Date. 25% of the shares subject to the Option vested on the one year anniversary of January 1, 2012 (the "2012 Vesting Commencement Date") and thereafter 1/48th of the shares subject to the Option vest on each monthly anniversary of the 2012 Vesting Commencement Date. 25% of the shares subject to the Option vested on the one year anniversary of January 1, 2013 (the "2013 Vesting Commencement Date") and thereafter 1/48th of the shares subject to the Option vest on each monthly anniversary of the 2013 Vesting Commencement Date. The exercise price was converted from $2.67 CDN using the closing rate of exchange of the Bank of Canada on the date of grant, after giving effect to the Reverse Stock Split. The actual exercise price is the Canadian dollar amount regardless of the exchange rate on the date of exercise. 25% of the shares subject to the Option vest on the one year anniversary of January 1, 2014 (the "2014 Vesting Commencement Date") and thereafter 1/48th of the shares subject to the Option vest on each monthly anniversary of the 2014 Vesting Commencement Date. The exercise price was converted from $10.78 CDN using the closing rate of exchange of the Bank of Canada on the date of grant, after giving effect to the Reverse Stock Split. The actual exercise price is the Canadian dollar amount regardless of the exchange rate on the date of exercise. /s/ Barbara Mery, Attorney-in-fact for Charles J. Cohen 2014-11-04