Sec Form 4/A Filing - DRACHMAN JONATHAN G @ Neoleukin Therapeutics, Inc. - 2019-08-08

FORM 4/A 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 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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1. Name and Address of Reporting Person DRACHMAN JONATHAN G 2. Issuer Name and Ticker or Trading Symbol Neoleukin Therapeutics, Inc. [ NLTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O NEOLEUKIN THERAPEUTICS, INC., 401 TERRY AVENUE NORTH 3. Date of Earliest Transaction (MM/DD/YY) 08/08/2019 (Street) SEATTLE, WA98109 4. If Amendment, Date Original Filed (MM/DD/YY) 08/12/2019 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 Common Stock ( 1 ) 08/08/2019 A 568,039 A 568,039 D Series A Preferred Stock ( 1 ) ( 3 ) 08/08/2019 A 12,616 A 12,616 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DRACHMAN JONATHAN G C/O NEOLEUKIN THERAPEUTICS, INC. 401 TERRY AVENUE NORTH SEATTLE, WA98109 X See Remarks Signatures /s/ Kamran Alam, Attorney-in-fact for Jonathan G. Drachman 09/13/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amended Form 4 reflects a correction to the number of shares of Common Stock and Series A Preferred Stock issued to the Reporting Person in connection with the merger of Neoleukin Therapeutics, Inc. ("Neoleukin") into Apollo Sub, Inc. (the "Merger"), as reported on Form 4 filed on August 12, 2019, and in the Reporting Person's total direct holdings as reported on Form 4 filed on September 11, 2019. ( 2 )In connection with the Merger, 1,613,614 shares of Common Stock of Neoleukin held by the Reporting Person, including 663,614 shares of Common Stock of Neoleukin issued upon conversion of convertible notes held by the Reporting Person immediately prior to the Merger, were exchanged for 568,039 shares of Common Stock and 12,616 shares of Series A Convertible Preferred Stock. ( 3 )Each share of Series A Convertible Preferred Stock will become convertible into 100 shares of the Issuer's Common Stock, subject to and contingent upon the approval of the Issuer's stockholders in accordance with the Nasdaq Stock Market Rules. Under the terms of the Agreement and Plan of Merger (the "Merger Agreement") dated August 5, 2019, among Neoleukin, Aquinox Pharmaceuticals, Inc. (the "Issuer") and Apollo Sub, Inc., the Issuer has agreed to use commercially reasonable efforts to call and hold a meeting of the Issuer's stockholders to obtain the requisite approval for the conversion of the Series A Convertible Preferred Stock into shares of Common Stock, for purposes of the Nasdaq Stock Market Rules, as soon as practicable and in any event no later than 100 days after the date of the Merger Agreement

Remarks: President and Chief Executive Officer

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