FLXN Flexion Therapeutics Inc

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 * Clayman Michael D.	2. Issuer Name and Ticker or Trading Symbol Flexion Therapeutics Inc [ FLXN ]	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) 3/2/2020
(Street) BURLINGTON, MA 01803 (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)	$15.78	3/2/2020		A		185000		(1)	3/1/2030	Common Stock	185000	$0.00	185000	D
Restricted Stock Unit Award	$0.00	3/2/2020		A		175000		(2)	1/1/2024	Common Stock	175000	$0.00	175000	D

Explanation of Responses:
(1)	Twenty-five percent (25%) of the shares shall vest on the one year anniversary of January 1, 2020 (the "Vesting Commencement Date") and thereafter one-forty-eighth (1/48th) of the total shares shall vest each month following the one year anniversary of the Vesting Commencement Date, so that all of the shares shall be vested four (4) years after the Vesting Commencement Date.
(2)	Upon confirmation by the Board of Directors or the Compensation Committee of the Board that a specified amount of 2020 revenues from ZILRETTA product sales is achieved, 25% of shares subject to the restricted stock unit award shall vest in 2021 upon such confirmation and thereafter on January 1 of the subsequent three years so that all of such shares will have vested on January 1, 2024.

Reporting Owners
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

Signatures
/s/ Mark S. Levine, Attorney-in-Fact		3/3/2020
**Signature of Reporting Person		Date