Edgar Filing: AQUINOX PHARMACEUTICALS, INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Ventures West 8 Limited Partnership

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)

(Last)

(First)

(Middle)

C/O FIVE CORNERS CAPITAL, 700 W. GEORGIA STREET, SUITE 2500

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2014

(Street)

VANCOUVER, A1 V7Y 1B3

4. If Amendment, Date 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

(City)

(State)

(Zip)

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 Special Voting Stock	03/12/2014		A		36,502	A	$ 0	40,147	D ⁽¹⁾
Common Special Voting Stock	03/12/2014		D		40,147	D	$ 0 ⁽²⁾	0	D ⁽¹⁾
Series A-1 Special Voting Stock	03/12/2014		D		284,090	D	$ 0 ⁽²⁾	0	D ⁽¹⁾
Series A-2 Special Voting Stock	03/12/2014		D		189,393	D	$ 0 ⁽²⁾	0	D ⁽¹⁾
Series B-1 Special Voting Stock	03/12/2014		D		326,538	D	$ 0 ⁽²⁾	0	D ⁽¹⁾
Series B-2 Special Voting Stock	03/12/2014		D		325,035	D	$ 0 ⁽²⁾	0	D ⁽¹⁾
Series C Special Voting Stock	03/12/2014		D		378,786	D	$ 0 ⁽²⁾	0	D ⁽¹⁾
Common Stock	03/12/2014		C		1,543,989	A	⁽³⁾	1,543,989	D ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Exchangeable Shares

⁽⁴⁾

03/12/2014

36,502

⁽⁴⁾

Common Stock

36,502

$ 11 ⁽⁴⁾

40,147

D ⁽¹⁾

Common Exchangeable Shares

⁽⁴⁾

03/12/2014

40,147

⁽⁴⁾

Common Stock

40,147

⁽⁴⁾

D ⁽¹⁾

Series A-1 Exchangeable Shares

⁽⁵⁾

03/12/2014

284,090

⁽⁵⁾

Series A-1 Preferred Stock

284,090

⁽⁵⁾

D ⁽¹⁾

Series A-1 Preferred Stock

⁽³⁾

03/12/2014

284,090

⁽³⁾

Common Stock

284,090

⁽³⁾

D ⁽¹⁾

Series A-1 Preferred Stock

⁽³⁾

03/12/2014

284,090

⁽³⁾

Common Stock

284,090

⁽³⁾

D ⁽¹⁾

Series A-2 Exchangeable Shares

⁽⁵⁾

03/12/2014

189,393

⁽⁵⁾

Series A-2 Preferred Stock

189,393

⁽⁵⁾

D ⁽¹⁾

Series A-2 Preferred Stock

⁽³⁾

03/12/2014

189,393

⁽³⁾

Common Stock

189,393

⁽³⁾

D ⁽¹⁾

Series A-2 Preferred Stock

⁽³⁾

03/12/2014

189,393

⁽³⁾

Common Stock

189,393

⁽³⁾

D ⁽¹⁾

Series B-1 Exchangeable Shares

⁽⁵⁾

03/12/2014

326,538

⁽⁵⁾

Series B-1 Preferred Stock

326,538

⁽⁵⁾

D ⁽¹⁾

Series B-1 Preferred Stock

⁽³⁾

03/12/2014

326,538

⁽³⁾

Common Stock

326,538

⁽³⁾

D ⁽¹⁾

Series B-1 Preferred Stock

⁽³⁾

03/12/2014

326,538

⁽³⁾

Common Stock

326,538

⁽³⁾

D ⁽¹⁾

Series B-2 Exchangeable Shares

⁽⁵⁾

03/12/2014

325,035

⁽⁵⁾

Series B-2 Preferred Stock

325,035

⁽⁵⁾

D ⁽¹⁾

Series B-2 Preferred Stock

⁽³⁾

03/12/2014

325,035

⁽³⁾

Common Stock

325,035

⁽³⁾

D ⁽¹⁾

Series B-2 Preferred Stock

⁽³⁾

03/12/2014

325,035

⁽³⁾

Common Stock

325,035

⁽³⁾

D ⁽¹⁾

Series C Exchangeable Shares

⁽⁵⁾

03/12/2014

378,786

⁽⁵⁾

Series C Preferred Stock

378,786

⁽⁵⁾

D ⁽¹⁾

Series C Preferred Stock

⁽³⁾

03/12/2014

378,786

⁽³⁾

Common Stock

378,786

⁽³⁾

D ⁽¹⁾

Series C Preferred Stock

⁽³⁾

03/12/2014

378,786

⁽³⁾

Common Stock

378,786

⁽³⁾

D ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ventures West 8 Limited Partnership C/O FIVE CORNERS CAPITAL 700 W. GEORGIA STREET, SUITE 2500 VANCOUVER, A1 V7Y 1B3		X

Signatures

/s/ Gary J. Bridger, Managing Director of Five Corners Capital Inc.		03/14/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(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.

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