X0306 4 2018-01-02 0 0001103021 BIODELIVERY SCIENCES INTERNATIONAL INC BDSI 0001301715 Sirgo Mark A C/O BIODELIVERY SCIENCES INTL, INC., 4131 PARKLAKE AVENUE, SUITE 225 RALEIGH NC 27612 1 0 0 0 Common Stock 2018-01-02 4 M 0 250000 0.00 A 1759262 D Common Stock 2018-01-02 4 M 0 795730 0.00 A 2554992 D Common Stock 2018-01-03 4 S 0 162509 2.78 D 2392483 D Common Stock 2018-01-04 4 S 0 278993 2.85 D 2113490 D Common Stock 2018-01-17 4 M 0 96837 0.00 A 2210327 D Common Stock 2018-01-17 4 M 0 91667 0.00 A 2301994 D Common Stock 2018-01-17 4 S 0 108000 2.57 D 2193994 D Common Stock 2018-01-18 4 M 0 266667 0.00 A 2460661 D Common Stock 2018-01-18 4 S 0 75200 2.58 D 2385461 D Common Stock 2018-01-19 4 S 0 84800 2.60 D 2300661 D Restricted Stock Units 0.00 2018-01-02 4 M 0 250000 0.00 D 2018-01-02 2018-01-02 Common Stock 250000 0 D Restricted Stock Units 0.00 2018-01-02 4 M 0 795730 0.00 D 2018-01-02 2018-01-02 Common Stock 795730 0 D Restricted Stock Units 0.00 2018-01-17 4 M 0 96837 0.00 D 2018-01-17 2018-01-17 Common Stock 96837 0 D Restricted Stock Units 0.00 2018-01-17 4 M 0 91667 0.00 D 2018-01-17 2018-01-17 Common Stock 91667 0 D Restricted Stock Units 0.00 2018-01-18 4 M 0 266667 0.00 D 2018-01-18 2018-01-18 Common Stock 266667 0 D The shares of common stock reported on this Form 4 were acquired by the Reporting Person in connection with the Reporting Person's retirement agreement previously filed with a Current Report on Form 8-K on August 29, 2017 (the "Retirement Agreement"). These Restricted Stock Units ("RSUs") were related to future performance milestones which terminated and in lieu the Reporting Person received a one-time issuance of common stock shares under the Issuer's 2011 Equity Incentive Plan, as amended (the "Plan"). The shares of common stock reported on this Form 4 were acquired by the Reporting Person in connection with the Retirement Agreement. These RSUs were related to previously granted time-based vesting RSUs issued to the Reporting Person pursuant to the Plan that were unvested as of the retirement date, which in lieu thereof, the Reporting Person received a one-time issuance common stock shares under the Plan, the number of which was determined by dividing (A) the net present value of such RSUs by (B) the 30-day VWAP as of the retirement date. On January 3, 2018, the Reporting Person sold an aggregate of 162,509 shares of the Issuer's Common Stock at a weighted average price of $2.78 per share. The highest sale price for the Common Stock was $2.85 per share and the lowest sale price was $2.70 per share. On January 4, 2018, the Reporting Person sold an aggregate of 278,993 shares of the Issuer's Common Stock at a weighted average price of $2.85 per share. The highest sale price for the Common Stock was $2.90 per share and the lowest sale price was $2.80 per share. The shares of common stock were acquired by the Reporting Person as a result of the vesting of 96,837 RSUs granted to the Reporting Person on February 22, 2014 under the Plan. Pursuant to a deferral, these RSUs vested on January 17, 2018. The shares of common stock were acquired by the Reporting Person as a result of the vesting of 91,667 RSUs granted to the Reporting Person on February 29, 2016 under the Plan. Pursuant to a deferral, these RSUs vested on January 17, 2018. On January 17, 2018, the Reporting Person sold an aggregate of 108,000 shares of the Issuer's Common Stock at a weighted average price of $2.57 per share. The highest sale price for the Common Stock was $2.65 per share and the lowest sale price was $2.50 per share. The shares of common stock were acquired by the Reporting Person as a result of the vesting of 266,667 RSUs granted to the Reporting Person on February 23, 2015 under the Plan. Pursuant to a deferral, these RSUs vested on January 18, 2018. On January 18, 2018, the Reporting Person sold an aggregate of 75,200 shares of the Issuer's Common Stock at a weighted average price of $2.58 per share. The highest sale price for the Common Stock was $2.60 per share and the lowest sale price was $2.50 per share. On January 19, 2018, the Reporting Person sold an aggregate of 84,800 shares of the Issuer's Common Stock at a weighted average price of $2.60 per share. The highest sale price for the Common Stock was $2.67 per share and the lowest sale price was $2.50 per share. The shares of common stock were sold under a pre-planned 10b5-1 trading plan and were sold to cover the Reporting Person's tax liability upon the vesting of RSUs. The Reporting Person undertakes to provide the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in these footnotes. The Form 4 was due on January 5, 2018 but filed on January 19, 2018 to accommodate multiple connected transactions over several days all on one concise Form 4. /s/ Mark A. Sirgo 2018-01-19