Craig R Stapleton Form 4 FLAMEL TECHNOLOGIES / CRAIG R STAPLETON 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^*

STAPLETON CRAIG R

(Last) (First) (Middle)

33, AVENUE DU DOCTEUR GEORGES LEVY

(Street)

VENNISSIEUX I0 69693

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FLAMEL TECHNOLOGIES SA [ FLML ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2016

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
ADSs(1)	12/19/2016		G(2)		5,400	D	$0	514,278	D
ADSs(1)	12/19/2016		G(3)		8,100	D	$0	506,178	D
ADSs(1)	12/19/2016		G(4)		13,500	D	$0	492,678	D
ADSs(1)	12/19/2016		G(5)		5,400	D	$0	34,600	I	By Spouse(6)
ADSs(1)	12/19/2016		G(7)		8,100	D	$0	26,500	I	By Spouse(6)
ADSs(1)	12/19/2016		G(8)		13,500	A	$0	40,000	I	By Spouse(6)
ADSs(1)	12/19/2016		G(9)		16,200	A	$0	16,200	I	By Trust(6)

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
Warrants (right to buy)(10)	$14.54(10)							06/24/2015(10)	06/24/2018	ADSs	100,000		100,000	D
Warrants (right to buy)(11)	$14.54(11)							06/24/2016(11)	06/24/2018	ADSs	117,449		117,449	D

Explanation of Responses:

1. The issuer's "ADSs" are American Depositary Shares, with each ADS representing one ordinary share, nominal value 0.122 Euros per share, of the issuer; ADSs are represented by American Depositary Receipts.

2. Reflects the transfer of securities by the reporting person to his children.

3. Reflects the transfer of securities by the reporting person to a family trust.

4. Reflects the transfer of securities by the reporting person to his spouse.

5. Reflects the transfer of securities by the reporting person's spouse to children of the reporting person.

6. The filing of this statement shall not be construed as an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of these securities.

7. Reflects the transfer of securities by the reporting person's spouse to a family trust.

8. Reflects the acquisition by the reporting person's spouse of securities transferred from the reporting person.

9. Reflects the acquisition by a family trust of securities transferred from the reporting person and his spouse.

10. Warrants were granted 06/24/2014 but were not exercisable until the first anniversary of the date of grant; on such first anniversary the warrants became exercisable for a 3-year period as to all 100,000 ADSs. The warrant exercise price per ADS may be paid in U.S. Dollars as shown in Item 4 of Table II or in Euros based on the exchange rate prevailing on the date of grant, or (euro)10.94 per ADS.

11. Warrants were granted 06/26/2015 but are not exercisable until the first anniversary of the date of grant; on such first anniversary the warrants will become exercisable for a 3-year period as to all 117,449 ADSs. The warrant exercise price per ADS may be paid in U.S. Dollars as shown in Item 4 of Table II or in Euros based on the exchange rate prevailing on the date of grant, or (euro)19.34 per ADS. Warrants as to all 117,449 ADSs vest on 06/26/2016.

	/s/ Phillandas T. Thompson, as attorney-in-fact for Craig R. Stapleton	12/20/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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