Xenon Pharma Insider Filing: CCO Darren Cline Holds No Stock

Rhea-AI Filing Summary

Form 3 overview: On 25 June 2025, Xenon Pharmaceuticals Inc. (XENE) filed an Initial Statement of Beneficial Ownership (Form 3) on behalf of newly disclosed officer Darren S. Cline, Chief Commercial Officer. The filing reports the event date as 23 June 2025 and confirms Mr. Cline’s Section 16 insider status.

Key disclosure: Both Table I (non-derivative holdings) and Table II (derivative holdings) state "No securities are beneficially owned,” meaning Mr. Cline presently holds zero shares or options of Xenon. No amendments, joint filings, or indirect ownership structures are noted. The document is therefore a procedural compliance filing rather than a transaction or compensation event and contains no financial metrics, option grants, or purchase details.

For investors, the absence of insider ownership could be interpreted as a lack of immediate equity alignment, but the filing primarily signals timely regulatory compliance following Mr. Cline’s appointment.

Positive

• Regulatory compliance: Xenon filed the Form 3 within the required timeframe, demonstrating adherence to Section 16 reporting rules.

Negative

• No insider equity stake: The new Chief Commercial Officer currently holds zero shares or options, offering no immediate alignment with shareholder value.

Insights

Corporate Governance Expert

TL;DR: Routine Form 3 shows new CCO owns no XENE shares; compliance positive, investment signal neutral-to-slightly negative.

The Form 3 establishes Darren Cline as a Section 16 insider and confirms he presently owns neither common stock nor derivatives in Xenon Pharmaceuticals. While the company meets its disclosure obligation promptly (filed two days after signature), zero ownership means investors cannot yet gauge management’s financial alignment with shareholder interests. In isolation, the filing is immaterial to valuation but could be perceived as a modest governance gap until equity is granted.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
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1. Name and Address of Reporting Person^*

Cline Darren S

(Last) (First) (Middle)

3650 GILMORE WAY

(Street)

BURNABY A1 V5G 4W8

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/23/2025

3. Issuer Name and Ticker or Trading Symbol
Xenon Pharmaceuticals Inc. [ XENE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Commercial Officer

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
No securities are beneficially owned.	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
No securities are beneficially owned.	(1)	(1)	N/A	0	$0	D

Explanation of Responses:

1. Not applicable.

	/s/ Nathaniel Adams, Attorney-in-fact	06/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Xenon Pharmaceuticals (XENE) disclose in the Form 3 filed on 25 June 2025?

The filing states that Chief Commercial Officer Darren S. Cline owns no shares or derivative securities of XENE as of 23 June 2025.

Who is the reporting person in the XENE Form 3?

The reporting person is Darren S. Cline, recently appointed Chief Commercial Officer of Xenon Pharmaceuticals.

Does Darren Cline hold any Xenon Pharmaceuticals stock or options?

No. Both Table I and Table II list zero non-derivative and zero derivative securities owned.

Why is a Form 3 important to investors?

Form 3 marks an insider’s initial ownership position, letting investors track future transactions; here it shows a baseline of zero for Mr. Cline.

Is the lack of ownership by the CCO a red flag for XENE shareholders?

Not necessarily; it may simply precede future grants. However, it indicates no current equity alignment until compensation plans are disclosed.