FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Wentworth Kerry

2. Date of Event Requiring Statement (MM/DD/YYYY)
12/21/2017 

3. Issuer Name and Ticker or Trading Symbol

Flexion Therapeutics Inc [FLXN]

(Last)        (First)        (Middle)

C/O FLEXION THERAPEUTICS, INC., 10 MALL ROAD, SUITE 301

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Regulatory Officer /

(Street)

BURLINGTON, MA 01803       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   5077   D    
Common Stock   6000   I   By spouse  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)     (1) 11/2/2024   Common Stock   24000   $19.61   D    
Employee Stock Option (right to buy)     (2) 1/20/2025   Common Stock   10000   $22.91   D    
Employee Stock Option (right to buy)     (3) 11/3/2025   Common Stock   10000   $18.16   D    
Employee Stock Option (right to buy)     (4) 1/3/2026   Common Stock   20000   $18.20   D    
Employee Stock Option (right to buy)     (5) 12/19/2026   Common Stock   35000   $18.56   D    
Restricted Stock Unit Award     (6) 10/6/2019   Common Stock   6800     (7) D    

Explanation of Responses:
(1)  1/4 of the shares subject to the option vest one year after November 3, 2014, with 1/48th of the shares vesting monthly thereafter over the next 3 years.
(2)  1/4 of the shares subject to the option vest one year after January 21, 2015, with 1/48th of the shares vesting monthly thereafter over the next 3 years.
(3)  1/4 of the shares subject to the option vest one year after November 4, 2015, with 1/48th of the shares vesting monthly thereafter over the next 3 years.
(4)  1/4 of the shares subject to the option vest one year after January 4, 2016, with 1/48th of the shares vesting monthly thereafter over the next 3 years.
(5)  1/4 of the shares subject to the option vest one year after December 20, 2016, with 1/48th of the shares vesting monthly thereafter over the next 3 years.
(6)  3,400 shares subject to the restricted stock unit award vest as of October 6, 2018 and the remaining 3,400 shares vest as of October 6, 2019.
(7)  Each restricted stock unit award represents a contingent right to receive one share of the Issuer's common stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wentworth Kerry
C/O FLEXION THERAPEUTICS, INC.
10 MALL ROAD, SUITE 301
BURLINGTON, MA 01803


Chief Regulatory Officer

Signatures
/s/ Mark S. Levine, Attorney-in-Fact 12/29/2017
** Signature of Reporting Person Date


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 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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