X0306 4 2022-03-07 1 0001375151 ZOGENIX, INC. ZGNX 0001355576 Smith Michael P C/O ZOGENIX, INC. 5959 HORTON STREET, SUITE 500 EMERYVILLE CA 94608 0 1 0 0 EVP, CFO & Treasurer Common Stock 2022-03-07 4 U 0 8016 D 0 D Stock Option (Right to Buy) 10.35 2022-03-07 4 D 0 67500 D 2027-01-15 Common Stock 67500 0 D Stock Option (Right to Buy) 27.36 2022-03-07 4 D 0 39000 D 2030-03-03 Common Stock 39000 0 D Stock Option (Right to Buy) 18.76 2022-03-07 4 D 0 25000 D 2031-03-25 Common Stock 25000 0 D Restricted Stock Units 2022-03-07 4 D 0 35499 D Common Stock 35499 0 D Includes 993 Shares (as defined below) acquired under the Issuer's Employee Stock Purchase Plan since the last filing by the Reporting Person. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated January 18, 2022, (the "Merger Agreement"), among UCB S.A., a societe anonyme formed under the laws of Belgium ("Parent"), Zinc Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Purchaser") and the Issuer, pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of March 7, 2022 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was canceled and converted into the right to receive $26.00 in cash (the "Cash Amount") plus a contingent value right ("CVR"), which CVR represents the right to receive a contingent payment of $2.00 which amount will become payable, if at all, if a specified milestone is achieved on or prior to December 31, 2023. Upon the terms and subject to the conditions set forth in the Merger Agreement, (a) each outstanding option to purchase Shares (each, a "Company Option") with an exercise price less than $26.00 (each, an "In the Money Option"), was canceled and converted into the right to receive an amount in cash equal to, subject to applicable tax withholding, the product of (i) the excess, if any of the Cash Amount over the exercise price per Share underlying such In the Money Option, multiplied by (ii) the total number of Shares subject to such In the Money Options and one CVR; (b) each Company Option with an exercise price equal to or greater than $26.00 but less than $28.00 (each, an "Out of the Money Option"), (Continued from Footnote 3) was canceled and converted into the right to receive, subject to the terms of the Merger Agreement, if and when (and only if and when) payments in respect of CVRs are required to be made, $28.00 in cash (less the applicable exercise price per Share subject to such Out of the Money Option); (c) each Company Option with an exercise price equal to or greater than $28.00, was canceled for no consideration. Each restricted stock unit represents a contingent right to receive one Share. Not applicable. Pursuant to the terms of the Merger Agreement, each restricted stock unit (including performance stock units) was canceled and converted into the right to receive an amount in cash equal to (i) the product of (A) the total number of Shares subject to (or deliverable under) such restricted stock unit (with any performance conditions deemed achieved at maximum levels with respect to any performance stock unit) multiplied by (B) the Cash Amount, and (ii) one CVR with respect to each Share subject to such restricted stock unit. /s/ Michael P. Smith 2022-03-09