-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kz/jgXRIzDMUwrC0mCLNuPyH01BUP/rzq8s7z1f2F/G39qDnajAvtEixRklIFCqQ 9F5tp0UfsGnsx86R8NmWkw== 0001181431-10-057199.txt : 20101122 0001181431-10-057199.hdr.sgml : 20101122 20101122215740 ACCESSION NUMBER: 0001181431-10-057199 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101122 FILED AS OF DATE: 20101122 DATE AS OF CHANGE: 20101122 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ZOGENIX, INC. CENTRAL INDEX KEY: 0001375151 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 205300780 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12671 HIGH BLUFF DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: (858) 259-1165 MAIL ADDRESS: STREET 1: 12671 HIGH BLUFF DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: ZOGENIX INC DATE OF NAME CHANGE: 20060911 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chicago Growth Partners II L P CENTRAL INDEX KEY: 0001413564 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 101210212 BUSINESS ADDRESS: STREET 1: 303 W Madison Str CITY: Chicago STATE: IL ZIP: 60606 BUSINESS PHONE: 312-698-6300 MAIL ADDRESS: STREET 1: 303 W Madison Str CITY: Chicago STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chicago Growth Management II, LP CENTRAL INDEX KEY: 0001505481 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 101210211 BUSINESS ADDRESS: STREET 1: 303 W. MADISON ST., SUITE 2500 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 698-6300 MAIL ADDRESS: STREET 1: 303 W. MADISON ST., SUITE 2500 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chicago Growth Management II, LLC CENTRAL INDEX KEY: 0001505484 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 101210213 BUSINESS ADDRESS: STREET 1: 303 W. MADISON ST., SUITE 2500 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 698-6300 MAIL ADDRESS: STREET 1: 303 W. MADISON ST., SUITE 2500 CITY: CHICAGO STATE: IL ZIP: 60606 3 1 rrd291457.xml FORM 3 X0203 3 2010-11-22 0 0001375151 ZOGENIX, INC. ZGNX 0001413564 Chicago Growth Partners II L P 3030 W. MADISON AVENUE, SUITE 2500 CHICAGO IL 60606 0 0 1 0 0001505484 Chicago Growth Management II, LLC 3030 W. MADISON AVENUE, SUITE 2500 CHICAGO IL 60606 0 0 1 0 0001505481 Chicago Growth Management II, LP 3030 W. MADISON AVENUE, SUITE 2500 CHICAGO IL 60606 0 0 1 0 Series B Convertible Preferred Stock Common Stock 1818181 D Stock Purchase Warrant (right to buy) 1.10 2010-10-07 Series B Convertible Preferred Stock 5454545 D 8% Convertible Promissory Note Common Stock 594146 D Director Stock Option (right to buy) 2.50 2019-12-09 Common Stock 7500 D The Series B Convertible Preferred Stock has no expiration date, is convertible at any time, in whole or in part, at the election of the holder, and will automatically convert upon the closing of the Issuer's initial public offering at a conversion ratio of one share of Common Stock for every ten shares of Series B Convertible Preferred Stock, rounded down to the next whole number, for no additional consideration. These securities are held of record by Chicago Growth Partners II, L.P. ("CGP"). Chicago Growth Management II, LP ("CGM II LP") is the general partner of CGP, and Chicago Growth Management II, LLC ("CGM II LLC") is the general partner of CGM II LP. CGM II LLC and CGM II LP have shared voting and dispositive power of the shares held by CGP, but each disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. The Warrant was issued on December 2, 2009 and was amended on October 7, 2010, at which time it became immediately exercisable, in whole or in part, for shares of Series B Convertible Preferred Stock of the Issuer. Upon the closing of the Issuer's initial public offering, the Warrant will become exercisable for Common Stock at a ratio of one share of Common Stock for every ten shares of Series B Convertible Preferred Stock represented thereby, rounded down to the next whole number, at a correspondingly adjusted exercise price of $11.00 per share of Common Stock; provided, however, that because the exercise price of the Warrant exceeds the initial public offering price of $4.00 per share, the Series B Warrants will not be exercised prior to, and will therefore terminate upon, completion of the initial public offering. The principle of the Note and accrued interest thereon will automatically convert into shares of Common Stock upon the closing of the Issuer's initial public offering at a conversion price equal to the per share price of the Common Stock sold in the Issuer's initial public offering, which is anticipated to occur on November 29, 2010 at a price of $4.00 per share. The Option was granted on December 9, 2009 to Arda M. Minocherhomjee, Ph.D., and was fully vested and immediately exercisable upon the date of grant. Mr. Minocherhomjee is a director of the Issuer and a Managing Director of each of CGM II LLC and CGM II, LP. Pursuant to the policies of CGM II LLC and its affiliates, the Reporting Person is deemed to hold the reported Option for the benefit of CGP, of which CGM II LLC is the ultimate general partner, and must exercise the Option solely at the direction of CGM II LLC. Each of CGP, CGM II LLC and CGM II LP may be deemed to be the beneficial owner of the Option but each disclaims beneficial ownership except to the extent of its pecuniary interest therein. 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/ David Chandler, Managing Member of Chicago Growth Management II, LLC, the general partner of Chicago Growth Management II, LP, which is the general partner of Chicago Growth Partners II, L.P. 2010-11-22 /s/ David Chandler, Managing Member of Chicago Growth Management II, LLC 2010-11-22 /s/ David Chandler, Managing Member of Chicago Growth Management II, LLC, which is the general partner of Chicago Growth Management II, LP 2010-11-22 -----END PRIVACY-ENHANCED MESSAGE-----