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 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 *

Galer Bradley S.
2. Issuer Name and Ticker or Trading Symbol

ZOGENIX, INC. [ ZGNX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP/Chief Medical Officer
(Last)          (First)          (Middle)

C/O ZOGENIX, INC., 5858 HORTON STREET, SUITE 455
3. Date of Earliest Transaction (MM/DD/YYYY)

3/15/2018
(Street)

EMERYVILLE, CA 94608
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Stock Option (Right to Buy)   $42.65   3/15/2018     A      37500         (1) 3/15/2028   Common Stock   37500.0   $0   37500   D    
Restricted Stock Units     (2) 3/15/2018     A      6250         (3)   (4) Common Stock   6250.0   $0   6250   D    

Explanation of Responses:
(1)  The option award shall vest in a series of forty-eight (48) successive, equal monthly installments beginning on April 15, 2018, subject to the reporting person's continued service with the Issuer on the applicable vesting dates.
(2)  Each restricted stock unit represents a contingent right to receive one share of Zogenix common stock.
(3)  The restricted stock units shall vest as to 1/4th of the original number of shares subject to the restricted stock unit award on the one-year anniversary of the date of grant, and thereafter as to 1/4th of the original number of shares subject to the restricted stock unit award on each of the following three anniversaries, subject to the reporting person's continued service with the Issuer on the applicable vesting dates.
(4)  Not applicable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Galer Bradley S.
C/O ZOGENIX, INC.
5858 HORTON STREET, SUITE 455
EMERYVILLE, CA 94608


EVP/Chief Medical Officer

Signatures
/s/ Thomas Doyle, Attorney-in-fact for Bradley Galer 3/16/2018
** 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 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).
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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