Xenon Pharmaceuticals reports beneficial ownership by Avoro Capital Advisors LLC and Behzad Aghazadeh of 5,777,777 shares of common stock, representing 6.26% of the class. The percentage is calculated using 92,247,633 Common Shares outstanding as reported in the Company’s March 12, 2026 prospectus supplement after the underwriters' overallotment exercise. The filing is an amendment to a Schedule 13G/A that updates ownership details filed by the reporting persons.
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Insights
Disclosure updates a >5% passive ownership stake by Avoro and its portfolio manager.
Avoro Capital Advisors LLC and Behzad Aghazadeh report beneficial ownership of 5,777,777 shares, equal to 6.26% of the class using an outstanding base of 92,247,633 shares from the prospectus supplement. The statement clarifies voting and dispositive powers as sole for the reported shares.
Timing and economic intent are not recharacterized in this amendment; the filing principally records ownership levels for regulatory transparency. Subsequent filings would be required to show any change in position or intent.
Registers a notable passive stake that crosses the 5% reporting threshold.
The filing cites the prospectus supplement effective after the underwriters' overallotment exercise on March 12, 2026 as the basis for the 6.26% calculation. It identifies Avoro as the investment advisor and Dr. Aghazadeh as portfolio manager and controlling person.
For market participants, this filing provides a clear, time‑anchored ownership snapshot; any future transactions would appear in additional Section 13 filings.
Key Figures
Beneficial ownership:5,777,777 sharesPercent of class:6.26%Shares outstanding (basis):92,247,633+1 more
4 metrics
Beneficial ownership5,777,777 sharesreported by Avoro Capital Advisors LLC and Behzad Aghazadeh
Percent of class6.26%calculated using prospectus supplement outstanding base
Shares outstanding (basis)92,247,633as reported in prospectus supplement and Form 8-K filed March 12, 2026
Signature dates05/15/2026signed by Scott Epstein and Behzad Aghazadeh
"Amendment No. 5; reporting beneficial ownership for passive investors"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficial ownershipregulatory
"Amount beneficially owned: The information required by Item 4(a)"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
prospectus supplementregulatory
"calculated based upon an aggregate of 92,247,633 Common Shares outstanding"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
overallotment optionmarket
"after giving effect to the completion of the offering and the exercise in full of the underwriters' overallotment option"
An overallotment option (often called a "greenshoe") is a pre-arranged allowance for underwriters to sell or buy up to a specified extra percentage of a company’s shares during an offering to meet unexpected demand or support the share price. Think of it as a short-term buffer: it helps reduce wild swings right after shares start trading but can slightly increase the total shares outstanding if the option is exercised, which matters to investors because it affects supply, price stability, and potential dilution.
What stake does Avoro report in Xenon Pharmaceuticals (XENE)?
Avoro reports beneficial ownership of 5,777,777 shares, equal to 6.26% of the class. The percentage uses a 92,247,633 outstanding share base from the prospectus supplement filed March 12, 2026.
Who are the reporting persons on this Schedule 13G/A for XENE?
The filing is by Avoro Capital Advisors LLC and Behzad Aghazadeh, who is identified as Avoro’s portfolio manager and controlling person. Addresses and citizenship details appear in the statement.
How was the 6.26% ownership percentage calculated?
The percentage is calculated using an aggregate of 92,247,633 Common Shares outstanding as reported in the Company’s prospectus supplement and Form 8-K filed March 12, 2026, after the underwriters' overallotment was exercised.
Does this filing indicate active intent to influence Xenon (XENE)?
The statement describes Avoro as an investment advisor filing for investment purposes and includes a standard caveat that filing is not an admission of beneficial ownership under Section 13. It does not state any change in investment intent or plans.
When were the signatures dated on this Schedule 13G/A amendment?
The amendment is signed and dated 05/15/2026 by Scott Epstein for Avoro and by Behzad Aghazadeh individually, attesting to the reported ownership figures and disclosures.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Xenon Pharmaceuticals, Inc.
(Name of Issuer)
Common Shares, no par value per share
(Title of Class of Securities)
98420N105
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
98420N105
1
Names of Reporting Persons
Avoro Capital Advisors LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
5,777,777.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
5,777,777.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,777,777.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.26 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
98420N105
1
Names of Reporting Persons
Behzad Aghazadeh
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
5,777,777.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
5,777,777.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,777,777.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.26 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Xenon Pharmaceuticals, Inc.
(b)
Address of issuer's principal executive offices:
200-3650 Gilmore Way, Burnaby, British Columbia, Canada V5G 4W8
Item 2.
(a)
Name of person filing:
This statement is filed by: (i) Avoro Capital Advisors LLC, a Delaware limited liability company ("Avoro"), which provides investment advisory and management services and has acquired the common shares, no par value, (the "Common Shares") of Xenon Pharmaceuticals, Inc. (the "Company") solely for investment purposes on behalf of Avoro Life Sciences Fund LLC, a Delaware limited liability company, and (ii) Behzad Aghazadeh ("Dr. Aghazadeh," and together with Avoro, the "Reporting Persons"), who serves as the portfolio manager and controlling person of Avoro.
The filing of this statement should not be construed as an admission that any Reporting Person is, for purposes of Section 13 of the Act, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 110 Greene Street, Suite 800, New York, NY 10012.
(c)
Citizenship:
Avoro is a Delaware limited liability company. Dr. Aghazadeh is a United States citizen.
(d)
Title of class of securities:
Common Shares, no par value per share
(e)
CUSIP No.:
98420N105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), 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 associations 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)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 92,247,633 Common Shares outstanding, as reported in the Company's Prospectus Supplement filed pursuant to Rule 424(b)(5) and the Company's Current Report on Form 8-K, each filed with the Securities and Exchange Commission on March 12, 2026, after giving effect to the completion of the offering and the exercise in full of the underwriters' overallotment option, as described therein.
(b)
Percent of class:
6.26%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a).
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 acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Avoro Capital Advisors LLC
Signature:
/s/ Scott Epstein
Name/Title:
Scott Epstein, Chief Operating Officer and Chief Compliance Officer
