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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   COHEN CHARLES J. 2. Date of Event Requiring Statement (Month/Day/Year) 11/04/2014 3. Issuer Name and Ticker or Trading Symbol Xenon Pharmaceuticals Inc. [XENE] (Last) (First) (Middle) C/O XENON PHARMACEUTICALS INC., 200 - 3650 GILMORE WAY 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP, Biology 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) BURNABY, A1 V5G 4W8 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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
Stock Option (Right to Buy)	  (1)	02/04/2018	Common Shares	26,748 (2)	$ 3.71 (3)	D	Â
Stock Option (Right to Buy)	  (4)	12/31/2018	Common Shares	4,115 (2)	$ 3.07 (3)	D	Â
Stock Option (Right to Buy)	  (5)	12/31/2019	Common Shares	3,600 (2)	$ 3.56 (3)	D	Â
Stock Option (Right to Buy)	  (6)	12/31/2020	Common Shares	2,057 (2)	$ 3.76 (3)	D	Â
Stock Option (Right to Buy)	  (7)	12/31/2021	Common Shares	2,057 (2)	$ 3.67 (3)	D	Â
Stock Option (Right to Buy)	  (8)	12/31/2022	Common Shares	3,086 (2)	$ 2.68 (9)	D	Â
Stock Option (Right to Buy)	  (10)	01/13/2024	Common Shares	4,115 (2)	$ 9.85 (11)	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
COHEN CHARLES J. C/O XENON PHARMACEUTICALS INC. 200 - 3650 GILMORE WAY BURNABY, A1 V5G 4W8	Â	Â	  VP, Biology	Â

Signatures

/s/ Barbara Mery, Attorney-in-fact for Charles J. Cohen		11/04/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The shares subject to the option fully vested on February 5, 2012.
(2)	Reflects a 1-for-4.86 reverse stock split of the Issuer's outstanding shares effected October 1. 2014 (the "Reverse Stock Split").
(3)	The exercise price was converted from $3.74 CAD using the closing rate of exchange of the Bank of Canada on the date of grant, after giving effect to the Reverse Stock Split. The actual exercise price is the Canadian dollar amount regardless of the exchange rate on the date of exercise.
(4)	The shares subject to the option fully vested on January 1, 2013.
(5)	The shares subject to the option fully vested on January 1, 2014.
(6)	25% of the shares subject to the Option vested on the one year anniversary of January 1, 2011 (the "2011 Vesting Commencement Date") and thereafter 1/48th of the shares subject to the Option vest on each monthly anniversary of the 2011 Vesting Commencement Date.
(7)	25% of the shares subject to the Option vested on the one year anniversary of January 1, 2012 (the "2012 Vesting Commencement Date") and thereafter 1/48th of the shares subject to the Option vest on each monthly anniversary of the 2012 Vesting Commencement Date.
(8)	25% of the shares subject to the Option vested on the one year anniversary of January 1, 2013 (the "2013 Vesting Commencement Date") and thereafter 1/48th of the shares subject to the Option vest on each monthly anniversary of the 2013 Vesting Commencement Date.
(9)	The exercise price was converted from $2.67 CDN using the closing rate of exchange of the Bank of Canada on the date of grant, after giving effect to the Reverse Stock Split. The actual exercise price is the Canadian dollar amount regardless of the exchange rate on the date of exercise.
(10)	25% of the shares subject to the Option vest on the one year anniversary of January 1, 2014 (the "2014 Vesting Commencement Date") and thereafter 1/48th of the shares subject to the Option vest on each monthly anniversary of the 2014 Vesting Commencement Date.
(11)	The exercise price was converted from $10.78 CDN using the closing rate of exchange of the Bank of Canada on the date of grant, after giving effect to the Reverse Stock Split. The actual exercise price is the Canadian dollar amount regardless of the exchange rate on the date of exercise.

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