Biodelivery Sciences International (BDSI) Form 4 BIODELIVERY SCIENCES INTERNATIONAL / Mary Theresa Coelho 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^*

Coelho Mary Theresa

(Last) (First) (Middle)

C/O BIODELIVERY SCIENCES INTL, INC.

4131 PARKLAKE AVE. SUITE 225

(Street)

RALEIGH NC 27612

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BIODELIVERY SCIENCES INTERNATIONAL INC [ BDSI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2020

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

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 Options (right to buy)	$6.17(1)	01/29/2020		A(2)		148,665		(2)	01/29/2030	Common Stock	148,665	$0	148,665	D
Restricted Stock Units	$0.0	01/29/2020		A(3)		30,571		(4)	01/29/2023	Common Stock	30,571	$0	30,571	D

Explanation of Responses:

1. The exercise price of the stock options issued to the Reporting Person is the volume-weighted average price of the Issuer's common stock for the 30-day period ending on January 28, 2020.

2. The stock options were issued to the Reporting Person on January 29, 2020, pursuant to a grant under the Issuer's 2019 Stock Option and Incentive Plan (the "Plan"). The award is subject to time-based vesting and will vest in equal portions on: (i) January 29, 2021; (ii) January 29, 2022; and (iii) January 29, 2023.

3. The Restricted Stock Units ("RSUs") were issued to the Reporting Person on January 29, 2020, pursuant to a grant under the Plan. The award is subject to time-based vesting and will vest in equal portions on: (i) January 29, 2021; (ii) January 29, 2022; and (iii) January 29, 2023.

4. Upon vesting, each RSU entitles the Reporting Person to one share of the Issuer's common stock.

Remarks:

Chief Financial Officer and Treasurer

	/s/ Mary Theresa Coelho	01/31/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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