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 *

COLELLA SAMUEL 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
_____ Officer (give title below)    _____ Other (specify below)
(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)
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 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)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
COLELLA SAMUEL D
C/O FLEXION THERAPEUTICS, INC.
10 MALL ROAD, SUITE 301
BURLINGTON, MA 01803
X



Signatures
/s/ Mark S. Levine, Attorney-in-Fact6/28/2021
**Signature of Reporting PersonDate

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