X0206 3 2014-02-11 0 0001419600 Flexion Therapeutics Inc FLXN 0001388325 Novo A/S TUBORG HAVNEVEJ 19 HELLERUP G7 2900 DENMARK 0 0 1 1 SEE REMARKS SERIES B PREFERRED STOCK 0.00 COMMON STOCK 1090823 D Represents 8,868,393 shares of Series B Preferred Stock (the "Preferred Stock"), which has no expiration date and is convertible at any time, at the holder's election. Upon the closing of the Issuer's initial public offering, the Preferred Stock will automatically convert into shares of the Issuer's Common Stock based on the then-applicable Conversion Price (as defined in the Issuer's Amended and Restated Certificate of Incorporation), which currently provides for conversion on a 1-for-8.13 basis after automatically adjusting to reflect the 1-for-8.13 reverse stock split of the Issuer's common stock that occurred on January 27, 2014. Novo A/S is a Danish limited liability company. The board of directors of Novo A/S (the "Novo Board"), currently is comprised of Sten Scheibye, Goran Ando, Jorgen Boe, Jeppe Christiansen, Steen Riisgaard and Per Wold-Olsen, has shared investment and voting control over the securities of the Issuer held by Novo A/S (the "Shares") and may exercise such control only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Shares. /s/ Thorkil Kastberg Christensen, Chief Financial Officer of Novo A/S 2014-02-11