-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SMExobDAOEANkt7og9snHrWjJqM1oIkm3QBQbf0uayxU0z1/zS1fSAmZ2bI7spjB ThZ8Ba2XrSCB1p3I1Mpk5A== 0001181431-10-057193.txt : 20101122 0001181431-10-057193.hdr.sgml : 20101122 20101122214154 ACCESSION NUMBER: 0001181431-10-057193 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101122 FILED AS OF DATE: 20101122 DATE AS OF CHANGE: 20101122 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ZOGENIX, INC. CENTRAL INDEX KEY: 0001375151 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 205300780 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12671 HIGH BLUFF DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: (858) 259-1165 MAIL ADDRESS: STREET 1: 12671 HIGH BLUFF DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: ZOGENIX INC DATE OF NAME CHANGE: 20060911 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GARNER CAM L CENTRAL INDEX KEY: 0001024007 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 101210134 MAIL ADDRESS: STREET 1: PO BOX 675866 CITY: RANCHO SANTE FE STATE: CA ZIP: 92067 3 1 rrd291553.xml FORM 3 X0203 3 2010-11-22 0 0001375151 ZOGENIX, INC. ZGNX 0001024007 GARNER CAM L C/O ZOGENIX, INC. 12671 HIGH BLUFF DR., SUITE 200 SAN DIEGO CA 92130 1 0 0 0 Common Stock 186750 I By Garner Investments, LLC Series A-1 Preferred Stock Common Stock 10000 I By Garner Investments, LLC Director Stock Option (right to buy) 3.50 2018-10-20 Common Stock 1750 D Director Stock Option (right to buy) 4.00 2020-05-29 Common Stock 1750 D A portion of these shares are subject to a right of repurchase held by the Issuer. The Reporting Person is the managing member of Garner Investments, LLC. The Series A-1 Convertible Preferred Stock has no expiration date, is convertible at any time, in whole or in part, at the election of the holder, and will automatically convert upon the closing of the Issuer's initial public offering at a conversion ratio of one share of Common Stock for every ten shares of Series A-1 Convertible Preferred Stock, rounded down to the next whole number, for no additional consideration. The Option was granted on October 21, 2008 and vests in a series of twelve (12) successive, equal monthly installments beginning on the date of grant, subject to the Reporting Person's continued service as a director on each such vesting date. The Option was granted on May 30, 2010 and vests in a series of twelve (12) successive, equal monthly installments beginning on the date of grant, subject to the Reporting Person's continued service as a director on each such vesting date. /s/ Trisha Millican, Attorney-in-fact 2010-11-22 EX-24. 2 rrd261416_295018.htm POWER OF ATTORNEY rrd261416_295018.html
                                POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Ann D. Rhoads and Trisha Millican, signing singly, with full
power of substitution, as the undersigned's true and lawful attorney-in-fact to:

        (1)     prepare, execute in the undersigned's name and on the
        undersigned's behalf, and submit to the U.S. Securities and Exchange
        Commission (the "SEC") a Form ID, including amendments thereto, and any
        other documents necessary or appropriate to obtain codes and passwords
        enabling the undersigned to make electronic filings with the SEC of
        reports required by Section 16(a) of the Securities Exchange Act of 1934
        or any rule or regulation of the SEC;

        (2)     execute for and on behalf of the undersigned, in the
        undersigned's capacity as an officer and/or director of Zogenix, Inc.
        (the "Company") and/or 10% holder of the Company's capital stock, Forms
        3, 4, and 5 and any amendments thereto in accordance with Section 16(a)
        of the Securities Exchange Act of 1934 and the rules thereunder;

        (3)     do and perform any and all acts for and on behalf of the
        undersigned which may be necessary or desirable to complete and execute
        any such Form 3, 4, or 5, complete and execute any amendment or
        amendments thereto, and timely file such form with the SEC and any stock
        exchange or similar authority; and

        (4)     take any other action of any type whatsoever in connection with
        the foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such
        attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 18th day of November, 2010.

Signature:  /s/ Cam L. Garner
            ----------------------------
Print Name: Cam L. Garner

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