13D Filing: Kingstown Capital Partners, Llc and Novelion Therapeutics Inc. (NASDAQ:NVLN)

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5)¹

Novelion Therapeutics Inc.

(Name
of Issuer)

Common Shares, no par value

(Title of Class of Securities)

67001K 20 2

(CUSIP Number)

STEVE
WOLOSKY, ESQ.

OLSHAN
FROME WOLOSKY LLP

1325
Avenue of the Americas

New
York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

April 3, 2017

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

The following constitutes
Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule
13D as specifically set forth herein.

Item 1 is hereby amended
and restated to read as follows:

This statement relates
to the Common Stock, no par value per share (the “Shares”), of Novelion Therapeutics Inc., a corporation formed under
the laws of the Province of British Columbia (the “Issuer”). The address of the principal executive offices of the
Issuer is 887 Great Northern Way, Suite 250, Vancouver, B.C., Canada V5T 4T5.

Item 3 is hereby amended
and restated to read as follows:

The aggregate purchase
price of the 358,460 Shares owned by Master Fund is approximately $1,826,053, including brokerage commissions. The aggregate purchase
price of the 103,291 Shares owned by Fund II is approximately $1,172,763, including brokerage commissions. The aggregate purchase
price of the 100,228 Shares owned by Ktown is approximately $1,219,837, including brokerage commissions. The Shares purchased by
Master Fund, Fund II and Ktown were purchased with working capital (which may, at any given time, include margin loans made by
brokerage firms in the ordinary course of business) in open market purchases.

Item 5(a) is hereby
amended and restated to read as follows:

(a)       The
aggregate percentage of Shares reported owned by each person named herein is based upon 18,558,072 Shares outstanding, which is
the total number of Shares outstanding as of March 16, 2017, as reported in the Annual Report on Form 10-K filed with the Securities
and Exchange Commission on March 30, 2017.

As of the close of
business on April 4, 2017, Master Fund owned directly 358,460 Shares, constituting approximately 1.9% of the Shares outstanding,
Fund II owned directly 103,291 Shares, constituting less than one percent of the Shares outstanding and Ktown owned directly 100,228
Shares, constituting less than one percent of the Shares outstanding. General Partner, as the general partner of each of Fund II
and Ktown, may be deemed to beneficially own the Shares owned directly by Fund II and Ktown. Each of Kingstown Capital, as the
investment manager of each of the Funds, and Messrs. Blitzer and Shanon, as managing members of Kingstown Management, may be deemed
to beneficially own the Shares owned directly by the Funds.

Item 5(c) is hereby
amended to add the following:

(c)       Schedule
B annexed hereto lists all transactions in securities of the Issuer during the past 60 days by the Reporting Persons.

Item 5(e) is hereby
amended to add the following:

(e)       As
of November 29, 2016, following completion of the transactions contemplated by that certain Agreement and Plan of Merger, dated
as of June 14, 2016, as amended, among the Issuer, Aegerion and Isotope Acquisition Corp., an indirect wholly-owned subsidiary
of the Issuer, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares.

SIGNATURES

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.

SCHEDULE B

Transactions in the Shares by the
Reporting Persons During the Past 60 Days