SEC FORM 4

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^*

Clarus Lifesciences I, L.P.

(Last)

(First)

(Middle)

C/O CLARUS VENTURES, LLC

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE

92130

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ZOGENIX, INC. [ ZGNX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

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

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
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		2,100,000	A	⁽¹⁾	2,100,000	D⁽²⁾⁽⁴⁾
Common Stock	11/29/2010		C		1,247,947	A	⁽¹⁾	3,347,947	D⁽²⁾⁽⁴⁾
Common Stock	11/29/2010		C⁽³⁾		884,492	A	⁽³⁾	4,232,439	D⁽²⁾⁽⁴⁾
Common Stock	11/29/2010		P		1,750,000	A	$4	5,982,439	D⁽²⁾⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Convertible Preferred Stock	⁽¹⁾	11/29/2010		C			21,000,000	⁽¹⁾	⁽¹⁾	Common Stock	2,100,000	⁽¹⁾	0	D⁽²⁾⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	11/29/2010		C			12,479,474	⁽¹⁾	⁽¹⁾	Common Stock	1,247,947	⁽¹⁾	0	D⁽²⁾⁽⁴⁾
8% Convertible Promissory Note	⁽³⁾	11/29/2010		C⁽³⁾			884,492	⁽³⁾	⁽³⁾	Common Stock	884,492	⁽³⁾	0	D⁽²⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Clarus Lifesciences I, L.P.

(Last)

(First)

(Middle)

C/O CLARUS VENTURES, LLC

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE

92130

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Clarus Ventures I, LLC

(Last)

(First)

(Middle)

C/O CLARUS VENTURES , LLC

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Clarus Ventures I Management, L.P.

(Last)

(First)

(Middle)

C/O CLARUS VENTURES , LLC

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LIPTAK ROBERT

(Last)

(First)

(Middle)

C/O CLARUS VENTURES , LLC

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Simon Nicholas

(Last)

(First)

(Middle)

C/O CLARUS VENTURES , LLC

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

HENNER DENNIS

(Last)

(First)

(Middle)

C/O CLARUS VENTURES , LLC

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GALAKATOS NICHOLAS

(Last)

(First)

(Middle)

C/O CLARUS VENTURES , LLC

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

STEINMETZ MICHAEL

(Last)

(First)

(Middle)

C/O CLARUS VENTURES , LLC

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each of the Series A-1 Convertible Preferred Stock and the Series B Convertible Preferred Stock automatically converted to Common Stock upon the closing of the Issuer's initial public offering on November 29, 2010 at a conversion ratio of one share of Common Stock for every ten shares of Series A-1 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 held of record by Clarus Lifesciences I, L.P. ("CLI"). Clarus Ventures I Management, L.P. ("CVIM LP") is the general partner of CLI, and Clarus Ventures I, LLC ("CVI LLC") is the general partner of CVIM LP. As such, CVI LLC and CVIM LP may each be deemed to share voting and dispositive power with respect to the securities owned by CLI, but each disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Each of Messrs. Galakatos, Henner, Liptak, Simon and Steinmetz is a manager of CVI LLC and a general partner of CVIM LP and in such capacities may be deemed to beneficially own the securities held of record by CVI, but each disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

3. 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.

4. 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 Persons are the beneficial owners of equity securities covered by this statement.

	/s/ Robert Liptak, Managing Member of Clarus Ventures I, LLC, the general partner of Clarus Ventures I Management, L.P., which is the general partner of Clarus Lifesciences I, L.P.	11/29/2010
	/s/ Robert Liptak, Managing Member of Clarus Ventures I, LLC	11/29/2010
	/s/ Robert Liptak, Managing Member of Clarus Ventures I, LLC, the general partner of Clarus Ventures I Management, L.P.	11/29/2010
	/s/ Robert Liptak	11/29/2010
	/s/ Robert Liptak, as Attorney-in-fact for Nicholas Simon	11/29/2010
	/s/ Robert Liptak, as Attorney-in-fact for Dennis Henner	11/29/2010
	/s/ Robert Liptak, as Attorney-in-fact for Nicholas Galakatos	11/29/2010
	/s/ Robert Liptak, as Attorney-in-fact for Michael Steinmetz	11/29/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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