X0206 3 2014-02-11 0 0001419600 Flexion Therapeutics Inc FLXN 0001574139 Sofinnova Partners SAS 16-18 RUE DE 4 SEPTEMBRE PARIS I0 75002 FRANCE 0 0 1 0 Series A Preferred Stock 0.00 Common Stock 1614382 D Series B Preferred Stock 0.00 Common Stock 260340 D The shares of Series A Preferred Stock have no expiration date and are convertible at any time at the election of the holder without payment of further consideration. Each share of Series A Preferred Stock will automatically convert on a 1-for-8.13 basis into shares of Common Stock upon the closing of the Issuer's initial public offering. Share numbers assume or give effect to the 1-for-8.13 reverse stock split of the Issuer's Common Stock effected on January 27, 2014, which will be effective for the Preferred Stock upon its conversion to Common Stock immediately prior to the closing of the Issuer's initial public offering. The shares of Series B Preferred Stock have no expiration date and are convertible at any time at the election of the holder without payment of further consideration. Each share of Series B Preferred Stock will automatically convert on a 1-for-8.13 basis into shares of Common Stock upon the closing of the Issuer's initial public offering. /s/Rafaele Tordjman, managing partner of Sofinnova Partners SAS 2014-02-11