Sec Form 4 Filing - SMITH SANDFORD D @ QLT INC/BC - 2016-11-29

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 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 SMITH SANDFORD D 2. Issuer Name and Ticker or Trading Symbol QLT INC/BC [ NVLN] 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 NOVELION THERAPEUTICS INC., 997 GREAT NORTHERN WAY, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 11/29/2016 (Street) VANCOUVER, A1V5T 4T5 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Shares, without par value 11/29/2016 A 2,963 A 2,963 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 Restricted Stock Units ( 2 ) 11/29/2016 A 9,115 ( 3 ) ( 3 ) Common Shares 9,115 ( 4 ) 9,115 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SMITH SANDFORD D C/O NOVELION THERAPEUTICS INC. 997 GREAT NORTHERN WAY, SUITE 250 VANCOUVER, A1V5T 4T5 X Signatures /s/ Jennifer Fitzpatrick, Attorney-in-fact 12/01/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received in exchange for 2,890 shares of Aegerion Pharmaceuticals, Inc. ("Aegerion") common stock pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 14, 2016, by and among the Issuer, Aegerion and Isotope Acquisition Corp. ("Isotope"), pursuant to which Isotope was merged with and into Aegerion, effective November 29, 2016. On the date prior to the effective time of the merger, the closing price of Aegerion's common stock was $1.87 per share and the closing price of the Issuer's common shares was $1.83 per share. ( 2 )Each restricted stock unit represents a contingent right to receive one common share of the Issuer. ( 3 )16.67% of the grant vested on January 27, 2016 and an additional 16.67% vested on July 27, 2016. Subject to the Reporting Person continuing to serve as a member of the board of the Issuer, an additional 16.67% of the grant will vest on each of January 27, 2017, July 27, 2017, January 27, 2018 and August 21, 2018. ( 4 )Pursuant to the Merger Agreement, each restricted stock unit with respect to common stock of Aegerion ("Aegerion RSU") that was outstanding as of immediately prior to the effective time of the merger was exchanged for a restricted stock unit with respect to a number of common shares of the Issuer ("Issuer RSU") equal to the product obtained by multiplying (i) the total number of shares of common stock of Aegerion subject to the Aegerion RSU immediately prior to the effective time of the merger by (ii) the exchange ratio of 1.0256. Each Issuer RSU is subject to the same terms and conditions applicable to the corresponding Aegerion RSU and the agreements evidencing grant of the Aegerion RSUs thereunder, including vesting terms, but excluding any terms that are rendered inoperative solely by reason of the merger.

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