1 

Name of reporting person

 

Teva Pharmaceutical Industries Limited

  2

Check the appropriate box if a member of a group

(a)  ☐        (b)  ☒

 

 

  3

SEC use only

 

 

  4

Citizenship or place of organization

 

    Israel

 

Number of

shares

beneficially

owned by

each

reporting

person

with

 

5 

Sole voting power

 

    None

 

6

Shared voting power

 

    1,111,111

 

7

Sole dispositive power

 

    None

 

8

Shared dispositive power

 

    1,111,111

 

  9

Aggregate amount beneficially owned by each reporting person

 

    1,111,111

 

10

Check box if the aggregate amount in Row (9) excludes certain shares    ☐

 

 

11

Percent of class represented by amount in Row (11)

 

    7.7%¹

 

12

Type of reporting person

 

    CO

 

 

  1 

Name of reporting person 

 

Teva Canada Limited

  2

Check the appropriate box if a member of a group

(a)  ☐        (b)  ☒

 

 

  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

 

    None

 

6

Shared voting power

 

    1,111,111

 

7

Sole dispositive power

 

    None

 

8

Shared dispositive power

 

    1,111,111

 

  9

Aggregate amount beneficially owned by each reporting person

 

    1,111,111

 

10

Check box if the aggregate amount in Row (9) excludes certain shares    ☐

 

 

11

Percent of class represented by amount in Row (11)

 

    7.7%²

 

12

Type of reporting person

 

    CO

 

Item 1.

(a)

Name of Issuer:

Xenon Pharmaceuticals Inc. (the “Company”)

(b)

Address of Issuer’s Principal Executive Offices:

200 – 3650 Gilmore Way

Burnaby, British Columbia

Canada V5G 4W8

Item 2.

(a)

Name of Persons Filing

This Schedule 13G is being filed by Teva Pharmaceutical Industries Limited (“Teva”) and Teva Canada Limited (“Teva Canada”), as joint filers (together, the “Reporting Persons”). Teva Canada is an indirect, wholly owned subsidiary of Teva.  The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

(b)

Address of Principal Offices or, if none, Residence:

The principal business office of Teva is 5 Basel Street, P.O. Box 3190, Petach Tikva 4951033, Israel.

 

The principal business office of Teva Canada is 30 Novopharm Ct., Toronto, Ontario, Canada M1B 2K9.

(c)

Citizenship

Please see Item 4 of each cover page.

(d)

Title of Class of Securities

Common Stock, without par value ( “Common Stock”)

(e)

CUSIP Number

98420N105

Item 3.

    If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), 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)

☐

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

Number of Shares: 1,111,111

Percentage of Outstanding Shares: 7.7%³

Sole Voting Power: None.

Shared Voting Power: 1,111,111

Sole Dispositive Power: None.

Shared Dispositive Power: 1,111,111

Number of Shares: 1,111,111

Sole Voting Power: None

Shared Voting Power: 1,111,111

Sole Dispositive Power: None

Shared Dispositive Power: 1,111,111

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

 

Item 6.

Ownership of more than Five Percent on Behalf of another Person

Not applicable.

Item 7.

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

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group 

Not applicable.

Item 10.

Certifications

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.