| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ZOGENIX, INC. [ ZGNX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/07/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/07/2022 | U(2) | 8,016(1) | D | (2) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $10.35 | 03/07/2022 | D | 67,500 | (3)(4) | 01/15/2027 | Common Stock | 67,500 | (3)(4) | 0 | D | ||||
| Stock Option (Right to Buy) | $27.36 | 03/07/2022 | D | 39,000 | (3)(4) | 03/03/2030 | Common Stock | 39,000 | (3)(4) | 0 | D | ||||
| Stock Option (Right to Buy) | $18.76 | 03/07/2022 | D | 25,000 | (3)(4) | 03/25/2031 | Common Stock | 25,000 | (3)(4) | 0 | D | ||||
| Restricted Stock Units | (5) | 03/07/2022 | D | 35,499 | (3)(4) | (6) | Common Stock | 35,499 | (7) | 0 | D | ||||
| Explanation of Responses: |
| 1. Includes 993 Shares (as defined below) acquired under the Issuer's Employee Stock Purchase Plan since the last filing by the Reporting Person. |
| 2. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated January 18, 2022, (the "Merger Agreement"), among UCB S.A., a societe anonyme formed under the laws of Belgium ("Parent"), Zinc Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Purchaser") and the Issuer, pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of March 7, 2022 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was canceled and converted into the right to receive $26.00 in cash (the "Cash Amount") plus a contingent value right ("CVR"), which CVR represents the right to receive a contingent payment of $2.00 which amount will become payable, if at all, if a specified milestone is achieved on or prior to December 31, 2023. |
| 3. Upon the terms and subject to the conditions set forth in the Merger Agreement, (a) each outstanding option to purchase Shares (each, a "Company Option") with an exercise price less than $26.00 (each, an "In the Money Option"), was canceled and converted into the right to receive an amount in cash equal to, subject to applicable tax withholding, the product of (i) the excess, if any of the Cash Amount over the exercise price per Share underlying such In the Money Option, multiplied by (ii) the total number of Shares subject to such In the Money Options and one CVR; (b) each Company Option with an exercise price equal to or greater than $26.00 but less than $28.00 (each, an "Out of the Money Option"), |
| 4. (Continued from Footnote 3) was canceled and converted into the right to receive, subject to the terms of the Merger Agreement, if and when (and only if and when) payments in respect of CVRs are required to be made, $28.00 in cash (less the applicable exercise price per Share subject to such Out of the Money Option); (c) each Company Option with an exercise price equal to or greater than $28.00, was canceled for no consideration. |
| 5. Each restricted stock unit represents a contingent right to receive one Share. |
| 6. Not applicable. |
| 7. Pursuant to the terms of the Merger Agreement, each restricted stock unit (including performance stock units) was canceled and converted into the right to receive an amount in cash equal to (i) the product of (A) the total number of Shares subject to (or deliverable under) such restricted stock unit (with any performance conditions deemed achieved at maximum levels with respect to any performance stock unit) multiplied by (B) the Cash Amount, and (ii) one CVR with respect to each Share subject to such restricted stock unit. |
| Remarks: |
| /s/ Michael P. Smith | 03/09/2022 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
