X0306 4 2015-02-20 0 0001103021 BIODELIVERY SCIENCES INTERNATIONAL INC BDSI 0001066040 ODONNELL FRANCIS E JR C/O BIODELIVERY SCIENCES INTL, INC., 4131 PARKLAKE AVENUE, SUITE 225 RALEIGH NC 27612 1 0 0 0 Common Stock 2015-02-20 4 M 0 70000 0.00 A 175301 D Common Stock 2015-02-20 4 S 0 35000 14.37 D 140301 D Common Stock 2015-02-22 4 M 0 48419 0.00 A 188720 D Common Stock 2015-02-23 4 S 0 20000 14.56 D 168720 D Restricted Stock Units 0.00 2015-02-20 4 M 0 70000 0.00 D 2015-02-20 2016-02-20 Common Stock 70000 70000 D Restricted Stock Units 0.00 2015-02-22 4 M 0 48419 0.00 D 2015-02-22 2017-02-22 Common Stock 48419 96837 D Restricted Stock Units 0.00 2015-02-23 4 A 0 400000 0.00 A 2018-02-23 Common Stock 400000 400000 D The shares of common stock were acquired by the Reporting Person as a result of the vesting of 70,000 Restricted Stock Units ("RSUs") granted to the Reporting Person on February 20, 2013 under the Issuer's 2011 Equity Incentive Plan, as amended. The remaining RSUs under this grant will vest on February 20, 2016. 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. On February 20, 2015, the Reporting Person sold an aggregate of 35,000 shares of the Issuer's Common Stock at a weighted average price of $14.37. The highest sale price for the Common Stock was $14.54 per share and the lowest sale price was $14.15 per share. 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 this footnote. The shares of common stock were acquired by the Reporting Person as a result of the vesting of one-third of the RSUs granted to the Reporting Person on February 22, 2014 under the Issuer's 2011 Equity Incentive Plan, as amended. One-third of the RSUs under this grant will vest on each of, (i) February 22, 2016 and (ii) February 22, 2017. On February 23, 2015, the Reporting Person sold an aggregate of 20,000 shares of the Issuer's Common Stock at a weighted average price of $14.56. The highest sale price for the Common Stock was $14.79 per share and the lowest sale price was $14.29 per share. 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 this footnote. The RSUs were issued to the Reporting Person on February 23, 2015, pursuant to a grant under the Issuer's 2011Equity Incentive Plan, as amended. One-third of the RSUs will vest on each of, (i) February 23, 2016, (ii) February 23, 2017 and (iii) February 23, 2018. Upon vesting, each RSU entitles the Reporting Person to one share of the Issuer's common stock. /s/ Francis E. O'Donnell Jr. 2015-02-27