Edgar Filing: Haas Ken

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Haas Ken

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)

(Last)

(First)

(Middle)

C/O ABINGWORTH BIOVENTURES, 3000 SAND HILL RD., B4-135

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2010

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/29/2010		C		901,363	A	⁽¹⁾	901,363	I ⁽²⁾ ⁽⁴⁾ ⁽⁶⁾	By Abingworth Bioventures IV LP
Common Stock	11/29/2010		C		535,643	A	⁽¹⁾	1,437,006	I ⁽²⁾ ⁽⁴⁾ ⁽⁶⁾	By Abingworth Bioventures IV LP
Common Stock	11/29/2010		C⁽³⁾		382,613	A	⁽³⁾	1,819,619	I ⁽²⁾ ⁽⁴⁾ ⁽⁶⁾	By Abingworth Bioventures IV LP
Common Stock	11/29/2010		P		495,750	A	$ 4	2,315,369	I ⁽²⁾ ⁽⁴⁾ ⁽⁶⁾	By Abingworth Bioventures IV LP
Common Stock	11/29/2010		C		7,727	A	⁽¹⁾	7,727	I ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾	By Abingworth Bioventures IV Executives L.P.
Common Stock	11/29/2010		C		4,592	A	⁽¹⁾	12,319	I ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾	By Abingworth Bioventures IV Executives L.P.
Common Stock	11/29/2010		C⁽³⁾		3,280	A	⁽³⁾	15,599	I ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾	By Abingworth Bioventures IV Executives L.P.
Common Stock	11/29/2010		P		4,250	A	$ 4	19,849	I ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾	By Abingworth Bioventures IV Executives L.P.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A-2 Convertible Preferred Stock

⁽¹⁾

11/29/2010

9,013,631

⁽¹⁾

Common Stock

901,363

⁽¹⁾

I ⁽²⁾ ⁽⁴⁾ ⁽⁶⁾

By Abingworth Bioventures IV LP

Series B Convertible Preferred Stock

⁽¹⁾

11/29/2010

5,356,437

⁽¹⁾

Common Stock

535,643

⁽¹⁾

I ⁽²⁾ ⁽⁴⁾ ⁽⁶⁾

By Abingworth Bioventures IV LP

8% Convertible Promissory Note

⁽⁵⁾

11/29/2010

C⁽⁵⁾

382,613

⁽⁵⁾

Common Stock

382,613

⁽⁵⁾

I ⁽²⁾ ⁽⁴⁾ ⁽⁶⁾

By Abingworth Bioventures IV LP

Series A-2 Convertible Preferred Stock

⁽¹⁾

11/29/2010

77,278

⁽¹⁾

Common Stock

7,727

⁽¹⁾

I ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾

By Abingworth Bioventures IV Executives LP

Series B Convertible Preferred Stock

⁽¹⁾

11/29/2010

45,930

⁽¹⁾

Common Stock

4,592

⁽¹⁾

I ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾

By Abingworth Bioventures IV Executives LP

8% Convertible Promissory Note

⁽⁵⁾

11/29/2010

C⁽⁵⁾

3,280

⁽⁵⁾

Common Stock

3,280

⁽⁵⁾

I ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾

By Abingworth Bioventures IV Executives LP

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Haas Ken C/O ABINGWORTH BIOVENTURES 3000 SAND HILL RD., B4-135 MENLO PARK, CA 94025	X

Signatures

/s/ Ken Haas		11/29/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each of the Series A-2 Convertible Preferred Stock and the Series B Convertible Preferred Stock automatically converted to Common Stock at the closing of the Issuer's initial public offering on November 29, 2010 at a conversion ratio one share of Common Stock for every ten shares of Series A-2 Convertible Preferred Stock and one share of Common Stock for every ten shares of Series B Convertible Preferred Stock, as applicable, rounded down to the next whole number, for no additional consideration.
(2)	These securities are owned of record by Abingworth Bioventures IV LP ("AB IV").
(3)	These securities are owned of record by Abingworth Bioventures IV Executives L.P. ("AB IV Executives")
(4)	Abingworth Management Ltd. ("AM Ltd.") serves as investment manager of each of AB IV and AB IV Executives and may be deemed to share voting and dispositive power with respect to the securities owned by AB IV and AB IV Executives. The Reporting Person is a venture partner of Abingworth Management, Inc., and in such capacity may be deemed to beneficially own the securities owned of record by AB IV and AB IV Executives, but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(5)	The principle of the Note and accrued interest thereon was automatically converted upon the closing of the Issuer's initial public offering on November 29, 2010 into shares of Common Stock at a conversion price equal to $4.00 per share, the per share price of the Common Stock sold in the Issuer's initial public offering.
(6)	The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of equity securities covered by this statement

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