Kerry Wentworth Form 3 Flexion Therapeutics / Kerry Wentworth ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Wentworth Kerry

(Last) (First) (Middle)

C/O FLEXION THERAPEUTICS, INC.

10 MALL ROAD, SUITE 301

(Street)

BURLINGTON MA 01803

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/21/2017

3. Issuer Name and Ticker or Trading Symbol
Flexion Therapeutics Inc [ FLXN ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,077	D
Common Stock	6,000	I	By spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(1)	11/02/2024	Common Stock	24,000	19.61	D
Employee Stock Option (right to buy)	(2)	01/20/2025	Common Stock	10,000	22.91	D
Employee Stock Option (right to buy)	(3)	11/03/2025	Common Stock	10,000	18.16	D
Employee Stock Option (right to buy)	(4)	01/03/2026	Common Stock	20,000	18.2	D
Employee Stock Option (right to buy)	(5)	12/19/2026	Common Stock	35,000	18.56	D
Restricted Stock Unit Award	(6)	10/06/2019	Common Stock	6,800	(7)	D

Explanation of Responses:

1. 1/4 of the shares subject to the option vest one year after November 3, 2014, with 1/48th of the shares vesting monthly thereafter over the next 3 years.

2. 1/4 of the shares subject to the option vest one year after January 21, 2015, with 1/48th of the shares vesting monthly thereafter over the next 3 years.

3. 1/4 of the shares subject to the option vest one year after November 4, 2015, with 1/48th of the shares vesting monthly thereafter over the next 3 years.

4. 1/4 of the shares subject to the option vest one year after January 4, 2016, with 1/48th of the shares vesting monthly thereafter over the next 3 years.

5. 1/4 of the shares subject to the option vest one year after December 20, 2016, with 1/48th of the shares vesting monthly thereafter over the next 3 years.

6. 3,400 shares subject to the restricted stock unit award vest as of October 6, 2018 and the remaining 3,400 shares vest as of October 6, 2019.

7. Each restricted stock unit award represents a contingent right to receive one share of the Issuer's common stock.

Remarks:

	/s/ Mark S. Levine, Attorney-in-Fact	12/29/2017
	** 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 5 (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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