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 *

ODONNELL FRANCIS E JR 		2. Issuer Name and Ticker or Trading Symbol

BIODELIVERY SCIENCES INTERNATIONAL INC [ BDSI ] 		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 BIODELIVERY SCIENCES INTL, INC.,, 4131 PARKLAKE AVENUE, SUITE 225 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/12/2018
(Street)

RALEIGH, NC 27612
(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
Common Stock   9/12/2018     M (1)    133333   A $0.00   (1) 520482   D    
Common Stock   9/12/2018     S (2)    66667   D $2.83   (3) (9) 453815   D    
Common Stock   9/13/2018     A    6806   A $0.00   (4) 460621   D    
Common Stock   9/13/2018     M (5)    46000   A $0.00   (5) 506621   D    
Common Stock   9/13/2018     M (5)    62500   A $0.00   (6) 569121   D    
Common Stock   9/13/2018     A    53438   A $0.00   (7) 622559   D    
Common Stock   9/13/2018     S (2)    84372   D $2.84   (8) (9) 538187   D    

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
Restricted Stock Units   $0.00   9/12/2018     M   (1)       133333    9/12/2018   9/12/2018   Common Stock   133333   $0.00   0   D    
Restricted Stock Units   $0.00   9/13/2018     A   (4)       6806    9/13/2018   9/13/2018   Common Stock   6806   $0.00   0   D    
Restricted Stock Units   $0.00   9/13/2018     M   (5)       46000    9/13/2018   3/1/2019   Common Stock   46000   $0.00   46000   D    
Restricted Stock Units   $0.00   9/13/2018     M   (6)       62500    9/13/2018   2/6/2020   Common Stock   62500   $0.00   125000   D    
Restricted Stock Units   $0.00   9/13/2018     A   (7)       53438    9/13/2018   9/13/2018   Common Stock   53438   $0.00   0   D    

Explanation of Responses:
(1)  The shares of common stock were acquired by the Reporting Person as a result of the vesting of 133,333 of Restricted Stock Units ("RSUs") granted to the Reporting Person on February 23, 2015 under the Issuer's 2011 Equity Incentive Plan, as amended (the "Plan"). Pursuant to a deferral, these RSUs vested on September 12, 2018.
(2)  The shares of common stock were sold under a pre-planned 10b5-1 trading plan and were sold to cover the Reporting Person's tax liability upon the vesting of RSUs.
(3)  On September 12, 2018, the Reporting Person sold an aggregate of 66,667 shares of the Issuer's Common Stock at a weighted average price of $2.83 per share. The highest sale price for the Common Stock was $2.85 per share and the lowest sale price was $2.80 per share.
(4)  The shares of common stock were acquired by the Reporting Person in connection with the vesting of RSUs granted to the Reporting Person under the Issuer's Long-Term Incentive Plan. Pursuant to a deferral, these RSUs vested on September 13, 2018.
(5)  The shares of common stock were acquired by the Reporting Person as a result of the vesting of one-third of the RSUs granted to the Reporting Person on February 29, 2016 under the Plan. Pursuant to a deferral, the remainder of the RSUs under this grant will vest on March 1, 2019.
(6)  The shares of common stock were acquired by the Reporting Person as a result of the vesting of one-third of the RSUs granted to the Reporting Person on February 6, 2017 under the Plan. Pursuant to a deferral, these RSUs vested on September 13, 2018. The remainder of the RSUs under this grant will vest in equal portions after the first open window upon the filing of the Company's Annual Report in March 2019 and March 2020.
(7)  The shares of common stock were acquired by the Reporting Person as a result of the vesting of one-third of the performance-based RSUs ("Performance RSUs") granted to the Reporting Person on February 6, 2017 under the Plan subject to certain performance measures. The remainder of the Performance RSUs under this grant will vest, in equal amounts, but subject to certain performance measures, after the first open window upon the filing of the Company's Annual Report in March 2019 and March 2020.
(8)  On September 13, 2018, the Reporting Person sold an aggregate of 84,372 shares of the Issuer's Common Stock at a weighted average price of $2.84 per share. The highest sale price for the Common Stock was $2.90 per share and the lowest sale price was $2.90 per share.
(9)  The Reporting Person undertakes to provide the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in these footnotes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ODONNELL FRANCIS E JR
C/O BIODELIVERY SCIENCES INTL, INC.,
4131 PARKLAKE AVENUE, SUITE 225
RALEIGH, NC 27612 		X



Signatures
/s/ Francis E. O'Donnell Jr. 9/14/2018
** 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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