Page 6 of 8 – SEC Filing
Amendment No. 8 to Schedule 13D
This Amendment No. 8 to Schedule 13D amends and supplements
the previously filed Schedule 13D filed by Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP) LLC (the
“Adviser GP”), Julian C. Baker and Felix J. Baker (collectively the “Reporting Persons”). Except as supplemented
herein, such statements, as heretofore amended and supplemented, remain in full force and effect. Information given in response
to each item shall be deemed incorporated by reference in all other items, as applicable. Each capitalized term used but not defined
herein has the meaning ascribed to such term in the Schedule 13D, as amended.
Item 4. Purpose of the Transaction.
Item 4 of Schedule 13D is supplemented and superseded, as the
case may be, as follows:
On March 23, 2017 Dr. Kelvin M. Neu, a Partner of the Adviser
and Dr. Richard S. Levy , a Senior Advisor of the Adviser, were appointed to the Board of Directors (the “Board”) of
Aquinox Pharmaceuticals Inc. (the “Issuer”). The Board also appointed Dr. Neu to serve on the Nominating and Corporate Governance Committee of
the Board and appointed Dr. Levy to serve on the Compensation Committee of the Board.
Dr. Neu and Dr. Levy serve on the Board as representatives of
Baker Brothers Life Sciences, L.P. (“Life Sciences”), and 667, L.P. (“667”, and together with Life Sciences,
the “Funds”). The policy of the Funds and the Adviser does not permit employees or principals of the Adviser to receive
compensation for serving as directors of the Issuer. Therefore, Dr. Neu and Dr. Levy have no pecuniary interest in any stock options
to purchase common stock of the Issuer (“Stock Options”), common stock of the Issuer (“Common Stock”),
or Common Stock received from the exercise of Stock Options received as directors’ compensation that they may receive in
the future. The Funds are instead entitled to the pecuniary interest in the Stock Options, Common Stock and Common Stock received
from the exercise of Stock Options received as directors’ compensation that they may receive in the future.
The Adviser has voting and investment power over any Stock Options,
Common Stock and Common Stock underlying such Stock Options and Common Stock received from the exercise of Stock Options by Dr.
Neu and Dr. Levy received as directors’ compensation that they may receive in the future. The Adviser GP, and Felix J. Baker
and Julian C. Baker as principals of the Adviser GP, may be deemed to have the power to vote or direct the vote of and the power
to dispose or direct the disposition of any of the Stock Options, Common Stock, Common Stock received from the exercise of Stock
Options and Common Stock underlying such Stock Options granted to Dr. Neu and Dr. Levy as directors compensation that they may
receive in the future.
The Funds hold securities of the Issuer for investment purposes.
The Reporting Persons or their affiliates may purchase additional securities of the Issuer or dispose of securities in varying
amounts and at varying times depending upon the Reporting Persons’ continuing assessments of pertinent factors, including
the availability of shares of Common Stock or other securities for purchase at particular price levels, the business prospects
of the Issuer, other business investment opportunities, economic conditions, stock market conditions, money market conditions,
the attitudes and actions of the Board of Directors and management of the Issuer, the availability and nature of opportunities
to dispose of securities of the Issuer and other plans and requirements of the particular persons. The Reporting Persons may discuss
items of mutual interest with the Issuer, which could include items in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Depending upon their assessments of the above factors, the Reporting
Persons or their affiliates may change their present intentions as stated above and they may make suggestions to the management
of the Issuer regarding financing, and may acquire additional securities of the Issuer, including shares of Common Stock (by means
of open market purchases, privately negotiated purchases, or may dispose of some or all of the securities of the Issuer, including
shares of Common Stock, under their control.
