Zogenix (ZGNX) Form 4 ZOGENIX / ROGER HAWLEY 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^*

HAWLEY ROGER

(Last) (First) (Middle)

C/O ZOGENIX, INC.

5959 HORTON STREET, SUITE 500

(Street)

EMERYVILLE CA 94608

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ZOGENIX, INC. [ ZGNX ]

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)
03/29/2019

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	03/29/2019		M		5,000	A	$20	15,575	D
Common Stock	03/29/2019		S		5,000	D(1)	$55	10,575	D
Common Stock	03/29/2019		M		15,700	A	$33.92	26,275	D
Common Stock	03/29/2019		S		15,700	D(1)	$55	10,575	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)	$20	03/29/2019		M			5,000	(2)	09/01/2019	Common Stock	5,000	$0	2,500	D
Stock Option (Right to Buy)	$33.92	03/29/2019		M			15,700	(3)	03/01/2021	Common Stock	15,700	$0	20,624	D

Explanation of Responses:

1. The exercise and sale transactions reported in this Form 4 are made pursuant to a Rule 10b5-1 trading plan.

2. The Option was granted on September 1, 2009 and vests in a series of twenty-four (24) successive, equal monthly installments measured from the date of grant, subject to the Reporting Person's continued service to the Company on each vesting date.

3. The Option was granted on March 1, 2011 and vests in a series of forty-eight (48) successive, equal monthly installments measured from the date of grant, subject to the Reporting Person's continued service to the Company on each vesting date.

Remarks:

Effective March 31, 2019, Mr. Hawley resigned from the Company's Board of Directors. As a result, Mr. Hawley is no longer subject to Section 16 in connection with his transactions in the equity securities of the Company and therefore will no longer report any such transactions on Form 4 or Form 5.

	/s/ Thomas Doyle, Attorney-in-fact for Roger Hawley	04/02/2019
	** 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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