FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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 *

KOZARICH JOHN W 		2. Issuer Name and Ticker or Trading Symbol

QLT INC/BC [ QLTI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O QLT INC., 887 GREAT NORTHERN WAY, SUITE 250 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/17/2014
(Street)

VANCOUVER, A1 V5T 4T5
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit     (1) 12/17/2014     A      6000         (2)   (3) Common Shares   6000   $0   6000   D  
 
Stock option (right to buy)   $3.51   (4) 12/17/2014     A      12500         (5) 12/17/2024   Common Shares   12500   $0   12500   D  
 

Explanation of Responses:
( 1)  Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer upon vesting.
( 2)  The restricted stock units vest in three successive and equal yearly installments on the date of each of the first three annual general meetings of the Issuer held after December 17, 2014.
( 3)  The restricted stock units have no fixed expiration date, but unvested units expire upon the Reporting Person's termination of service.
( 4)  Option exercise price reflects the conversion of Canadian dollars to U.S. dollars based on the exchange rate in effect as of the date of grant. The option exercise price is CAD $4.08 per share, which was the closing price of the Issuer's common stock on the Toronto Stock Exchange as of the date of grant.
( 5)  The options vest and become exercisable in thirty-six (36) successive and equal monthly installments beginning on the one-month anniversary of the date of grant (or January 17, 2015), such that 100% of the options will be fully vested on December 17, 2017.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KOZARICH JOHN W
C/O QLT INC.
887 GREAT NORTHERN WAY, SUITE 250
VANCOUVER, A1 V5T 4T5 		X



Signatures
Dori Assaly, as Attorney-in-Fact 12/19/2014
** 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 4(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.
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