Pozen (POZN) Form 4 POZEN / John G. Fort ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Fort John G.

(Last) (First) (Middle)

C/O POZEN INC.

1414 RALEIGH ROAD, SUITE 400

(Street)

CHAPEL HILL NC 27517

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
POZEN INC /NC [ POZN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	06/16/2015		M(1)		10,179	A	$1.98	57,975	D
Common Stock	06/16/2015		S(1)		10,179	D	$10(2)(9)	47,796	D
Common Stock	06/16/2015		M		5,497	A	$8.36	53,293	D
Common Stock	06/16/2015		F(3)		4,945	D	$10.02(4)	48,348	D
Common Stock	06/17/2015		M(1)		18,322	A	$4.64	66,670	D
Common Stock	06/17/2015		S(1)		18,322	D	$10.68(5)(9)	48,348	D
Common Stock	06/17/2015		M(1)		2,386	A	$3.77	50,734	D
Common Stock	06/17/2015		S(1)		2,386	D	$10.78	48,348	D
Common Stock	06/18/2015		M(1)		11,373	A	$3.77	59,721	D
Common Stock	06/18/2015		S(1)		11,373	D	$10.78(6)(9)	48,348	D
Common Stock	06/18/2015		M(1)		36,645	A	$5.33	84,993	D
Common Stock	06/18/2015		S(1)		36,645	D	$11.37	48,348	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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)	$1.98	06/16/2015		M(1)			10,179	(7)	01/03/2021	Common Stock	15,268	$0	5,089	D
Stock Option (right to buy)	$8.36	06/16/2015		M			5,497	(8)	03/15/2018	Common Stock	7,329	$0	1,832	D
Stock Option (right to buy)	$4.64	06/17/2015		M(1)			18,322	(8)	03/13/2019	Common Stock	18,322	$0	0	D
Stock Option (right to buy)	$3.77	06/17/2015		M(1)			2,386	(8)	03/15/2021	Common Stock	13,759	$0	11,373	D
Stock Option (right to buy)	$3.77	06/18/2015		M(1)			11,373	(8)	03/15/2021	Common Stock	11,373	$0	0	D
Stock Option (right to buy)	$5.33	06/18/2015		M(1)			36,645	(8)	03/15/2020	Common Stock	36,645	$0	0	D

Explanation of Responses:

1. Stock option exercise and open market sales pursuant to a 10b5-1 trading plan adopted by the Reporting Person in accordance with rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

2. The price in column 4 is a weighted average price. The prices actually received by the reporting person in this transaction range from $9.93 to $10.09.

3. Represents shares of the Registrant's common stock delivered as payment of exercise price and applicable taxes in connection with the net exercise of stock options by the reporting person. Such shares are to be delivered to the Registrant's treasury account.

4. Reflects the closing price of the Registrant's common stock as reported by the NASDAQ Stock Market on June 16, 2015.

5. The price in column 4 is a weighted average price. The prices actually received by the reporting person in this transaction range from $10.66 to $10.74.

6. The price in column 4 is a weighted average price. The prices actually received by the reporting person in this transaction range from $10.78 to 10.79.

7. Exercisable upon achievement of certain performance criteria.

8. The option vests 25% annually over four years commencing upon the first anniversary of the date of grant.

9. The reporting person has provided to the Registrant, and the Registrant will provide to any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range reported.

Remarks:

	/s/ John E. Barnhardt, Attorney-in-fact	06/18/2015
	** Signature of Reporting Person	Date
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