Page 6 of 9 – SEC Filing Amendment No. 6 to Schedule 13D
This Amendment No. 6 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 3. Source and Amount of Funds or Other Consideration.
Item 3 of Schedule 13D is supplemented as follows:
The disclosure in Item 4 below is incorporated herein by reference.
The disclosure regarding purchases in Item 5(c) below is incorporated
herein by reference.
Item 4. Purpose of the Transaction.
Item 4 of Schedule 13D is supplemented and superseded, as the
case may be, as follows:
The disclosure regarding the purchases in Item 5(c) below is
incorporated herein by reference.
On September 19, 2016, Aquinox Pharmaceuticals, Inc. (“the
Issuer”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC, as
representatives of the several underwriters listed on Schedule A thereto (the “Underwriters”), related to a public
offering (the “Offering”) of 5,350,000 shares of the Issuer’s Common Stock at a price to the public of $12.25
per share. In addition, the Issuer granted the Underwriters an option exercisable for 30 days from the date of the Underwriting
Agreement to purchase, at the public offering price less any underwriting discounts and commissions, up to an additional 802,500
shares of Common Stock to cover overallotments, if any. The Offering is expected to close on September 23, 2016.
Pursuant to the Offering, on September 20, 2016, 667, L.P. (“667”)
and Baker Brothers Life Sciences, L.P. (“Life Sciences”, and together with 667, the “Funds”) purchased
294,707 shares and 2,476,348 shares, respectively of the Issuer’s Common Stock at the offering price of $12.25 per share.
The Funds purchased the shares of the Issuer’s Common Stock with their working capital.
The Funds hold securities of the Issuer for passive investment
purposes. The Reporting Persons or their affiliates have had and may continue to have discussions with management of the Issuer
regarding financing. The Reporting Persons may acquire additional securities of the Issuer, including shares of Common Stock, in
such financings or by means of open market purchases, privately negotiated purchases, or otherwise. The Reporting Persons or their
affiliates may purchase additional securities 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 shares of the Issuer and other plans and requirements
of the particular entities. Depending upon their assessments of the above factors, the Reporting Persons or their affiliates may
change their present intentions as stated above. 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.
Amendment No. 6 to Schedule 13D
This Amendment No. 6 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 3. Source and Amount of Funds or Other Consideration.
Item 3 of Schedule 13D is supplemented as follows:
The disclosure in Item 4 below is incorporated herein by reference.
The disclosure regarding purchases in Item 5(c) below is incorporated
herein by reference.
Item 4. Purpose of the Transaction.
Item 4 of Schedule 13D is supplemented and superseded, as the
case may be, as follows:
The disclosure regarding the purchases in Item 5(c) below is
incorporated herein by reference.
On September 19, 2016, Aquinox Pharmaceuticals, Inc. (“the
Issuer”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC, as
representatives of the several underwriters listed on Schedule A thereto (the “Underwriters”), related to a public
offering (the “Offering”) of 5,350,000 shares of the Issuer’s Common Stock at a price to the public of $12.25
per share. In addition, the Issuer granted the Underwriters an option exercisable for 30 days from the date of the Underwriting
Agreement to purchase, at the public offering price less any underwriting discounts and commissions, up to an additional 802,500
shares of Common Stock to cover overallotments, if any. The Offering is expected to close on September 23, 2016.
Pursuant to the Offering, on September 20, 2016, 667, L.P. (“667”)
and Baker Brothers Life Sciences, L.P. (“Life Sciences”, and together with 667, the “Funds”) purchased
294,707 shares and 2,476,348 shares, respectively of the Issuer’s Common Stock at the offering price of $12.25 per share.
The Funds purchased the shares of the Issuer’s Common Stock with their working capital.
The Funds hold securities of the Issuer for passive investment
purposes. The Reporting Persons or their affiliates have had and may continue to have discussions with management of the Issuer
regarding financing. The Reporting Persons may acquire additional securities of the Issuer, including shares of Common Stock, in
such financings or by means of open market purchases, privately negotiated purchases, or otherwise. The Reporting Persons or their
affiliates may purchase additional securities 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 shares of the Issuer and other plans and requirements
of the particular entities. Depending upon their assessments of the above factors, the Reporting Persons or their affiliates may
change their present intentions as stated above. 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.
