Lee Kenneth B JR Form 4 POZEN / KENNETH B LEE JR 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^*

LEE KENNETH B JR

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2015

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	06/23/2013		M		24,430	A	$8.62	73,067	D
Common Stock	06/23/2013		M		6,107	A	$11.83	79,174	D
Common Stock	06/23/2013		M		6,107	A	$6.35	85,281	D
Common Stock	06/23/2013		M		6,107	A	$5.97	91,388	D
Common Stock	06/23/2013		M		6,107	A	$3.84	97,495	D
Common Stock	06/23/2013		M		6,107	A	$5.4	103,602	D
Common Stock	06/23/2013		M		6,107	A	$4.44	109,709	D
Common Stock	06/23/2013		F(1)		36,743	D	$12.02(2)	72,966	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)	$8.62	06/23/2015		M			24,430	01/03/2007	01/03/2016	Common Stock	24,430	$0	0	D
Stock Option (right to buy)	$11.83	06/23/2015		M			6,107	05/06/2009	05/06/2018	Common Stock	6,107	$0	0	D
Stock Option (right to buy)	$6.35	06/23/2015		M			6,107	06/03/2010	06/03/2019	Common Stock	6,107	$0	0	D
Stock Option (right to buy)	$5.97	06/23/2015		M			6,107	06/10/2011	06/10/2020	Common Stock	6,107	$0	0	D
Stock Option (right to buy)	$3.84	06/23/2015		M			6,107	06/09/2012	06/09/2021	Common Stock	6,107	$0	0	D
Stock Option (right to buy)	$5.4	06/23/2015		M			6,107	06/07/2013	06/07/2022	Common Stock	6,107	$0	0	D
Stock Option (right to buy)	$4.44	06/23/2015		M			6,107	06/06/2014	06/06/2023	Common Stock	6,107	$0	0	D

Explanation of Responses:

1. 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 on June 23, 2015. Such shares are to be delivered to the Registrant's treasury account.

2. Reflects the closing price of the Registrant's common stock as reported by the NASDAQ Stock Market on June 23, 2015.

Remarks:

	/s/ John E. Barnhardt, Attorney-in-fact	06/25/2015
	** 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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