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Item 1(a).
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Name of Issuer:
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QLT Inc., a British Columbia corporation (the “Issuer”).
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Item 1(b).
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Address of Issuer's Principal Executive Offices:
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887 Great Northern Way, Suite 250
Vancouver, B.C., Canada V5T 4T5
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Item 2(a).
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Name of Person Filing
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Item 2(b).
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Address of Principal Business Office or, if None, Residence
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Biotechnology Value Fund, L.P. (“BVF”)
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware
Biotechnology Value Fund II, L.P. (“BVF2”)
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware
Investment 10, L.L.C. (“ILL10”)
900 North Michigan Avenue, Suite 1100
Chicago, Illinois 60611
Citizenship: Illinois
MSI BVF SPV, LLC (“MSI”)
c/o Magnitude Capital, LLC
601 Lexington Avenue, 59th Floor
New York, NY 10022
Citizenship: Delaware
BVF Investments, L.L.C. (“BVLLC”)
900 North Michigan Avenue, Suite 1100
Chicago, Illinois 60611
Citizenship: Delaware
BVF Partners L.P. (“Partners”)
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF Inc.
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware
Mark N. Lampert (“Mr. Lampert”)
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: United States
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
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Item 2(d).
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Title of Class of Securities:
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Common Stock, no par value (the “Common Stock”)
746927102
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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(a)
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Amount beneficially owned:
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As of the close of business on January, 8 2015, (i) BVF beneficially owned 257,522 shares of Common Stock, (ii) BVF2 beneficially owned 133,504 shares of Common Stock, (iii) ILL10 beneficially owned 71,718 shares of Common Stock, (iv) MSI beneficially owned 94,256 shares of Common Stock, and (v) BVLLC beneficially owned 2,093,563 shares of Common Stock.
Partners, as the general partner of BVF and BVF2, and the investment adviser of each of ILL10, MSI and BVLLC, may be deemed to beneficially own the 2,650,563 shares of Common Stock beneficially owned in the aggregate by BVF, BVF2, ILL10, MSI and BVLLC.
BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 2,650,563 shares of Common Stock beneficially owned by Partners.
Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 2,650,563 shares of Common Stock beneficially owned by BVF Inc.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the shares of Common Stock beneficially owned by BVF, BVF2, ILL10, MSI and BVLLC and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
The following percentages are based on 51,185,922 shares of Common Stock, which is the total number of Shares outstanding as of October 21, 2014 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on October 28, 2014.
As of the close of business on January 8, 2014 (i) BVF beneficially owned less than 1% of the outstanding shares of Common Stock, (ii) BVF2 beneficially owned less than 1% of the outstanding shares of Common Stock, (iii) ILL10 beneficially owned less than 1% of the outstanding shares of Common Stock, (iv) MSI beneficially owned less than 1% of the outstanding shares of Common Stock, (v) BVLLC beneficially owned approximately 4.09% of the outstanding shares of Common Stock and (vi) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 5.18% of the outstanding shares of Common Stock.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(ii)
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Shared power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(iii)
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Sole power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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(iv)
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Shared power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the shares of Common Stock beneficially owned by BVF, BVF2, ILL10, MSI and BVLLC.
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Item 7.
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Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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See Exhibit 99.1.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above 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.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 8, 2015
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BIOTECHNOLOGY VALUE FUND, L.P.
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INVESTMENT 10, L.L.C.
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By:
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BVF Partners L.P., its general partner
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By:
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BVF Partners L.P., its investment adviser
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By:
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BVF Inc., its general partner
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By:
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BVF Inc., its general partner
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By:
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By:
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Mark N. Lampert
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Mark N. Lampert
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President
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President
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BIOTECHNOLOGY VALUE FUND II, L.P.
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MSI BVF SPV, LLC
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By:
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BVF Partners L.P., its general partner
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By:
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BVF Partners L.P., its investment adviser
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By:
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BVF Inc., its general partner
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By:
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BVF Inc., its general partner
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By:
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By:
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Mark N. Lampert
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Mark N. Lampert
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President
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President
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BVF INC.
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BVF PARTNERS L.P.
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By:
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Mark N. Lampert
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By:
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BVF Inc., its general partner
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President
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By:
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Mark N. Lampert
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President
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MARK N. LAMPERT
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BVF Investments, L.L.C.
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By:
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BVF Partners L.P., its general partner
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By:
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BVF Inc., its general partner
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By:
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Mark N. Lampert
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President
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