Statement of Changes in Beneficial Ownership (4)
January 07 2020 - 5:40PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
Clayman Michael D. |
2. Issuer Name and Ticker or Trading Symbol
Flexion Therapeutics Inc
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FLXN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
C/O FLEXION THERAPEUTICS, INC., 10 MALL ROAD, SUITE 301 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/3/2020 |
(Street)
BURLINGTON, MA 01803
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 10/9/2019 | | G |
V
| 10398 | D | $0.00 | 72249 | D | |
Common Stock | 1/3/2020 | | F(1) | | 2494 | D | (1) | 70414 (2) | D | |
Common Stock | 1/7/2020 | | G |
V
| 5457 | D | $0.00 | 64957 | D | |
Common Stock | 10/9/2019 | | G |
V
| 10398 | A | $0.00 | 330892 | I | By the Michael D.Clayman 2006 Revocable Trust |
Common Stock | 1/7/2020 | | G |
V
| 5457 | D | $0.00 | 336349 | I | By the Michael D.Clayman 2006 Revocable Trust |
Common Stock | | | | | | | | 24600 | I | By the Michael D. Clayman Irrevocable Trust |
Common Stock | | | | | | | | 388683 | I | By Versant Development Fund III, LLC (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Explanation of Responses: |
(1) | Withholding of shares by the Issuer to satisfy income tax obligations associated with the vesting of a restricted stock unit award granted to the Reporting Person on February 1, 2018. |
(2) | Includes 659 shares of Common Stock that were acquired by the Reporting Person on December 20, 2019 at $9.89 per share pursuant to the Issuer's Employee Stock Purchase Plan. |
(3) | Shares held by Versant Development Fund III, LLC. The Reporting Person is a manager and minority member of Versant Development Fund III, LLC. The Reporting Person disclaims any beneficial ownership of the shares held by Versant Development Fund III, LLC except to the extent of his pecuniary interest in these shares. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Clayman Michael D. C/O FLEXION THERAPEUTICS, INC. 10 MALL ROAD, SUITE 301 BURLINGTON, MA 01803 | X |
| President and CEO |
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Signatures
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/s/Mark S. Levine, Attorney-in-Fact | | 1/7/2020 |
**Signature of Reporting Person | Date |
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