Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

AUXILIUM PHARMACEUTICALS INC

2. Date of Event Requiring Statement (MM/DD/YYYY) 6/25/2014

3. Issuer Name and Ticker or Trading Symbol

QLT INC/BC [QLTI]

(Last) (First) (Middle)

640 LEE ROAD

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

_____ Director ___ X ___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

CHESTERBROOK, PA 19087

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

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)
Common Shares, no par value	0	I ⁽¹⁾ ⁽²⁾ ⁽³⁾	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		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)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:
( 1)	The Reporting Person, Auxilium Pharmaceuticals, Inc. ("Auxilium"), is filing this Form 3 solely due to entering into voting agreements (the "Voting Agreements") with Axial Capital Management, LLC, Kingstown Capital Management LP and Visium Balanced Master Fund, Ltd. (each a "Shareholder"), each of which is a shareholder of QLT Inc. ("QLT"). Auxilium entered into the Voting Agreements as a condition to its willingness to enter into an Agreement and Plan of Merger, dated as of June 25, 2014 (the "Merger Agreement"), by and among Auxilium, QLT, QLT Holding Corp., a Delaware corporation and wholly owned subsidiary of QLT ("HoldCo"), and QLT Acquisition Corp., a Delaware corporation and wholly owned subsidiary of HoldCo.
( 2)	As a result of entering into the Voting Agreements, Auxilium may be deemed to have beneficial ownership over the common shares of QLT (the "Shares") covered by the Voting Agreements, which constitute an aggregate of 16,434,436 Shares, representing approximately 32.2% of the 51,081,878 QLT Shares outstanding as of June 25, 2014 (as represented by QLT in the Merger Agreement), for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Auxilium does not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the Shares subject to the Voting Agreements and expressly disclaims any beneficial ownership of the securities reported herein.
( 3)	Auxilium declares that the filing of this Form 3 shall not be construed as an admission that Auxilium is the beneficial owner of any securities reported in this Form 3.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
AUXILIUM PHARMACEUTICALS INC 640 LEE ROAD CHESTERBROOK, PA 19087		X

Signatures
/s/ Andrew I. Koven, Chief Administrative Officer & General Counsel		7/7/2014
^** 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 control number.