Sec Form 4 Filing - KOTLER KEVIN @ QLT INC/BC - 2016-11-29

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
KOTLER KEVIN
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O BROADFIN CAPITAL, LLC, 300 PARK AVENUE, 25TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/29/2016
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 4,472,940 A 9,742,771 I See Footnote ( 2 )
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
Warrants for Common Shares (Right to Buy) $ 0 11/29/2016 A 2,840,909 ( 3 ) 11/29/2026 Common Shares 2,840,909 ( 4 ) 2,840,909 I See Footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KOTLER KEVIN
C/O BROADFIN CAPITAL, LLC
300 PARK AVENUE, 25TH FLOOR
NEW YORK, NY10022
X X
Broadfin Capital, LLC
300 PARK AVENUE, 25TH FLOOR
NEW YORK, NY10022
X
Broadfin Healthcare Master Fund Ltd
C/O 20 GENESIS CLOSE
ANSBACHER HOUSE, SECOND FLOOR, 1344
GRAND CAYMAN, E9KY1-1108
X
Signatures
/s/ Kevin Kotler 12/01/2016
** Signature of Reporting Person Date
Broadfin Healthcare Master Fund Ltd., by: /s/ Kevin Kotler, Director 12/01/2016
** Signature of Reporting Person Date
Broadfin Capital, LLC, by: /s/ Kevin Kotler, Managing Member 12/01/2016
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in exchange for 4,361,291 shares of Aegerion Pharmaceuticals, Inc. ("Aegerion") common stock pursuant to the Agreement and Plan of Merger, 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 )The securities are held in the account of Broadfin Healthcare Master Fund, Ltd. ("Broadfin"), a private investment fund managed by Broadfin Capital, LLC and may be deemed to be beneficially owned by Kevin Kotler, managing member of Broadfin Capital, LLC. Each of Broadfin Capital, LLC, Broadfin and Kevin Kotler disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
( 3 )The securities are fully paid-up warrants to acquire common shares of the Issuer, pursuant to the Warrant Certificate, dated November 29, 2016 (the "Warrant Certificate"), by and between the Issuer and Broadfin, and the Unit Subscription Agreement, dated June 14, 2016 (the "Unit Subscription Agreement"), by and among the Issuer, Broadfin and the Investors (as defined in the Unit Subscription Agreement), as amended as applied to Broadfin on September 9, 2016, whereby Broadfin may acquire up to 2,840,909 common shares of the Issuer by exercising the warrants, provided that Broadfin may not exercise the warrants where Broadfin would own in excess of the Beneficial Ownership Limitation (as defined in the Warrant Certificate) after such exercise. Broadfin may increase or decrease the Beneficial Ownership Limitation upon 61 days' notice to the Issuer.
( 4 )The securities are fully paid, as reflected in the Warrant Certificate.

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).

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