Scott A. Macke Form 4 FLAMEL TECHNOLOGIES / SCOTT A. MACKE 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^*

MACKE SCOTT A.

(Last) (First) (Middle)

C/O FLAMEL TECHNOLOGIES S.A.

33 AVENUE DU DR. GEORGES LEVY

(Street)

VENISSIEUX I0 69200

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2016

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)	12/14/2016		A		18,000	A	(1)	58,000(2)	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)	$7.36							(3)	12/12/2023	ADSs	100,000		100,000	D
Stock Option (right to buy)	$16.3							(4)	12/11/2024	ADSs	95,000		95,000	D
Stock Option (right to buy)	$14.35							(5)	12/10/2025	ADSs	100,000		100,000	D
Stock Option (right to buy)	$10.4	12/14/2016		A		100,000		(6)	12/14/2026	ADSs	100,000	$0	100,000	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. The securities acquired as reported in this statement represent the grant of ADSs under the issuer's "Free Share" award program; no purchase price was applicable to such grant. See footnote (2) for details as to the dates such ADSs will be issued to the reporting person.

2. Includes (a) 10,000 restricted ADSs granted under the issuer's "Free Share" award program on 12/11/2014, all of which will be issued to the reporting person on the fourth anniversary of the grant date, provided that the reporting person continues to be employed by the issuer or an affiliate thereof on the second anniversary of the grant date; (b) 20,000 restricted ADSs granted under the issuer's "Free Share" award program on 8/10/2016, all of which will be issued to the reporting person on the second anniversary of the grant date; and (c) 18,000 restricted ADSs granted under the issuer's "Free Share" award program on 12/14/2016, all of which will be issued to the reporting person on the second anniversary of the grant date.

3. Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 12/12/2013 grant date.

4. Options become exercisable as to 23,750 ADSs on each of the first four anniversaries after the 12/11/2014 grant date.

5. Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 12/10/2015 grant date.

6. Options become exercisable as to 25,000 ADSs on each of the first four anniversaries after the 12/14/2016 grant date.

Remarks:

Sr. VP, General Counsel and Corporate Secretary

	/s/ Phillandas T. Thompson	12/16/2016
	** Signature of Reporting Person	Date
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