Statement of Changes in Beneficial Ownership (4)
June 28 2021 - 6:33PM
Edgar (US Regulatory)
FORM 4
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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
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COLELLA SAMUEL 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 _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O FLEXION THERAPEUTICS, INC., 10 MALL ROAD, SUITE 301 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/24/2021 |
(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 | 6/24/2021 | | A | | 4500 (1) | A | $0.00 | 11198 (2) | D | |
Common Stock | | | | | | | | 1000 (2) | I | The Samuel Colella Trust |
Common Stock | | | | | | | | 69837 | I | By the Colella Family Trust (3) |
Common Stock | | | | | | | | 5000 | I | By the Colella Family Exempt Marital Deduction Trust (4) |
Common Stock | | | | | | | | 994129 | I | By Versant Venture Capital III L.P. (5) |
Common Stock | | | | | | | | 5871 | I | By Versant Side Fund III (6) |
Common Stock | | | | | | | | 388683 | I | By Versant Development Fund III, LLC (7) |
Common Stock | | | | | | | | 943 | I | By Colella Partners (8) |
Common Stock | | | | | | | | 19653 | I | By Colella Partners II (9) |
Common Stock | | | | | | | | 250 | I | By spouse |
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 |
Stock option (right to buy) | $9.22 | 6/24/2021 | | A | | 7000 | | (10) | 6/23/2031 | Common Stock | 7000 | $0.00 | 7000 | D | |
Explanation of Responses: |
(1) | Represents a restricted stock unit award granted under the Issuer's 2013 Equity Incentive Plan. |
(2) | Reflects the transfer of 1,000 shares to The Samuel Colella Trust. |
(3) | The shares are held by the Colella Family Trust UTA Dtd. 9/21/92 ("Colella Trust"). The Reporting Person is a trustee and beneficiary of the Colella Trust. |
(4) | The shares are held by the Colella Family Exempt Marital Deduction Trust Dated 9/21/1992 ("Colella Exempt Trust"). The Reporting Person is a trustee and beneficiary of the Colella Exempt Trust. |
(5) | The shares are held by Versant Venture Capital III, L.P. ("VVC III"). The Reporting Person is a managing member of Versant Ventures III, LLC ("VV III"), the sole general partner of VVC III and shares voting and dispositive power over the shares held by VVC III; however, he disclaims beneficial ownership of the shares held by such entity except to the extent of his pecuniary interests therein. |
(6) | The shares are held by Versant Side Fund III, L.P. ("Side Fund III"). The Reporting Person is a managing member of VV III, the sole general partner of Side Fund III and shares voting and dispositive power over the shares held by Side Fund III; however, he disclaims beneficial ownership of the shares held by such entity except to the extent of his pecuniary interests therein. |
(7) | The shares are held by Versant Development Fund III, LLC ("Development III"). The Reporting Person is a managing member of VV III, a majority member of Development III and shares voting and dispositive power over the shares held by Development III; however, he disclaims beneficial ownership of the shares held by such entity except to the extent of his pecuniary interests therein. |
(8) | Shares held by Colella Partners. The Reporting Person is the general partner of Colella Partners. |
(9) | Shares held by Colella Partners II. The Reporting Person is the general partner of Colella Partners II. |
(10) | The stock option vests and becomes exercisable in 12 equal monthly installments following the date of grant. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
COLELLA SAMUEL D C/O FLEXION THERAPEUTICS, INC. 10 MALL ROAD, SUITE 301 BURLINGTON, MA 01803 | X |
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Signatures
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/s/ Mark S. Levine, Attorney-in-Fact | | 6/28/2021 |
**Signature of Reporting Person | Date |
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