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^*

THOMAS MCNERNEY & PARTNERS LP

(Last)

(First)

(Middle)

60 SOUTH 6TH STREET

SUITE 3620

(Street)

MINNEAPOLIS

55402

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

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		490,502	A	⁽¹⁾	490,502	I⁽⁶⁾⁽⁹⁾⁽¹⁰⁾	By Thomas, McNerney & Partners II, L.P.
Common Stock	11/29/2010		C⁽³⁾		392,585	A	⁽³⁾	883,087	I⁽⁶⁾⁽⁹⁾⁽¹⁰⁾	By Thomas, McNerney & Partners II, L.P.
Common Stock	11/29/2010		P		524,229	A	$4	1,407,316	I⁽⁶⁾⁽⁹⁾⁽¹⁰⁾	By Thomas, McNerney & Partners II, L.P.
Common Stock	11/29/2010		C		5,123	A	⁽¹⁾	5,123	I⁽⁷⁾⁽⁹⁾⁽¹⁰⁾	By TMP Nominee II, LLC
Common Stock	11/29/2010		C⁽³⁾		4,101	A	⁽³⁾	9,224	I⁽⁷⁾⁽⁹⁾⁽¹⁰⁾	By TMP Nominee II, LLC
Common Stock	11/29/2010		P		5,476	A	$4	14,700	I⁽⁷⁾⁽⁹⁾⁽¹⁰⁾	By TMP Nominee II, LLC
Common Stock	11/29/2010		C		1,840	A	⁽¹⁾	1,840	I⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	By TMP Associates II, L.P.
Common Stock	11/29/2010		C⁽³⁾		1,473	A	⁽³⁾	3,313	I⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	By TMP Associates II, L.P.
Common Stock	11/29/2010		P		1,967	A	$4	5,280	I⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	By TMP Associates II, L.P.

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 B Convertible Preferred Stock	⁽¹⁾	11/29/2010		C			4,905,024	⁽¹⁾	⁽¹⁾	Common Stock	490,502	⁽¹⁾	0	I⁽⁶⁾⁽⁹⁾⁽¹⁰⁾	By Thomas, McNerney & Partners II, L.P.
8% Convertible Promissory Note	⁽³⁾	11/29/2010		C⁽³⁾			392,585	⁽³⁾	⁽³⁾	Common Stock	392,585	⁽³⁾	0	I⁽⁶⁾⁽⁹⁾⁽¹⁰⁾	By Thomas, McNerney & Partners II, L.P.
Series B Convertible Preferred Stock	⁽¹⁾	11/29/2010		C			51,239	⁽¹⁾	⁽¹⁾	Common Stock	5,123	⁽¹⁾	0	I⁽⁷⁾⁽⁹⁾⁽¹⁰⁾	By TMP Nominee II, LLC
8% Convertible Promissory Note	⁽³⁾	11/29/2010		C⁽³⁾			4,101	⁽³⁾	⁽³⁾	Common Stock	4,101	⁽³⁾	0	I⁽⁷⁾⁽⁹⁾⁽¹⁰⁾	By TMP Nominee II, LLC
Series B Convertible Preferred Stock	⁽¹⁾	11/29/2010		C			18,406	⁽¹⁾	⁽¹⁾	Common Stock	1,840	⁽¹⁾	0	I⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	By TMP Associates II, L.P.
8% Convertible Promissory Note	⁽³⁾	11/29/2010		C⁽³⁾			1,473	⁽³⁾	⁽³⁾	Common Stock	1,473	⁽³⁾	0	I⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	By TMP Associates II, L.P.

1. Name and Address of Reporting Person^*

THOMAS MCNERNEY & PARTNERS LP

(Last)

(First)

(Middle)

60 SOUTH 6TH STREET

SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Thomas, McNerney & Partners, LLC

(Last)

(First)

(Middle)

60 SOUTH 6TH STREET

SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TMP Nominee, LLC

(Last)

(First)

(Middle)

60 SOUTH 6TH STREET

SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TMP ASSOCIATES LP

(Last)

(First)

(Middle)

60 SOUTH 6TH STREET

SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Thomas, McNerney & Partners II L.P.

(Last)

(First)

(Middle)

60 SOUTH 6TH STREET

SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Thomas, McNerney & Partners II, LLC

(Last)

(First)

(Middle)

60 SOUTH 6TH STREET

SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TMP Nominee II, LLC

(Last)

(First)

(Middle)

60 SOUTH 6TH STREET

SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TMP Associates II LP

(Last)

(First)

(Middle)

60 SOUTH 6TH STREET

SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

THOMAS JAMES E

(Last)

(First)

(Middle)

60 SOUTH 6TH STREET

SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

McNerney Pete

(Last)

(First)

(Middle)

60 SOUTH 6TH STREET

SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

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 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-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.

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.

6. These securities are owned of record by Thomas, McNerney & Partners II, L.P. ("TMP II LP"). Thomas, McNerney & Partners II, LLC ("TMP II LLC") is the general partner of TMP II LP and has shared voting and dispositive power of the securities held by TMP II LP, but TMP II LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. James E. Thomas, Peter H. McNerney, Alex Zisson, Pratik Shah and Eric Aguiar are the managers of TMP II LLC. Accordingly they may be deemed to share beneficial ownership of such shares, although each of them disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.

7. These securities are owned of record by TMP Nominee II, LLC ("TMP Nominee II"). The managers of TMP Nominee II having shared voting and dispositive power over these securities are James E. Thomas and Peter H. McNerney, each of which disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

8. These securities are owned of record by TMP Associates II, L.P. ("TMP Associates II"). TMP II LLC is the general partner of TMP Associates II and has shared voting and dispositive power of the securities held by TMP Associates II, but TMP II LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. James E. Thomas, Peter H. McNerney, Alex Zisson, Pratik Shah and Eric Aguiar are the managers of TMP II LLC. Accordingly they may be deemed to share beneficial ownership of such shares, although each of them disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.

9. 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.

10. Upon the closing of the Issuer's initial public offering on November 29, 2010, the Reporting Persons ceased to be 10% owners of the Issuer's securities.

Remarks:

Because of the limitations on the number of line-item holdings that can be filed on any one Form 4 through the SEC's EDGAR system, the reporting persons have filed two (2) Form 4's with respect to Zogenix, Inc. on the date hereof, which, taken together, constitute one Form 4. The Reporting Person named in Box 1 of these two Form 4's is Thomas, McNerney & Partners, L.P. This Form 4 is filed as Part 2 of 2 parts.

	/s/ James E. Thomas, Manager of Thomas, McNerney & Partners, LLC, the general partner of Thomas, McNerney & Partners, L.P.	11/29/2010
	/s/ James E. Thomas, Manager of Thomas, McNerney & Partners, LLC	11/29/2010
	/s/ James E. Thomas, Manager of TMP Nominee, LLC	11/29/2010
	/s/ James E. Thomas, Manager of Thomas, McNerney & Partners, LLC, the general partner of TMP Associates, L.P.	11/29/2010
	/s/ James E. Thomas, Manager of Thomas, McNerney & Partners II, LLC, the general partner of Thomas, McNerney & Partners II, L.P.	11/29/2010
	/s/ James E. Thomas, Manager of Thomas, McNerney & Partners II, LLC	11/29/2010
	/s/ James E. Thomas, Manager of TMP Nominee II, LLC	11/29/2010
	/s/ James E. Thomas, Manager of Thomas, McNerney & Partners II, LLC, the general partner of TMP Associates II, L.P.	11/29/2010
	/s/ James E. Thomas	11/29/2010
	/s/ Peter H. McNerney	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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