SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Clarus Lifesciences I, L.P.

(Last)

(First)

(Middle)

C/O CLARUS VENTURES, LLC

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE

92130

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/22/2010

3. Issuer Name and Ticker or Trading Symbol
ZOGENIX, INC. [ ZGNX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,100,000	⁽¹⁾	D⁽²⁾⁽¹¹⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,247,947	⁽¹⁾	D⁽²⁾⁽¹¹⁾
Stock Purchase Warrant (right to buy)	12/02/2009	⁽³⁾	Series B Convertible Preferred Stock	340,065	$1.1	D⁽²⁾⁽¹¹⁾
Stock Purchase Warrant (right to buy)	12/02/2009	⁽³⁾	Series B Convertible Preferred Stock	191,673	$1.1	D⁽²⁾⁽¹¹⁾
Stock Purchase Warrant (right to buy)	12/02/2009	⁽³⁾	Series B Convertible Preferred Stock	191,673	$1.1	D⁽²⁾⁽¹¹⁾
Stock Purchase Warrant (right to buy)	12/02/2009	⁽³⁾	Series B Convertible Preferred Stock	191,673	$1.1	D⁽²⁾⁽¹¹⁾
Stock Purchase Warrant (right to buy)	10/07/2010	⁽⁴⁾	Series B Convertible Preferred Stock	792,353	$1.1	D⁽²⁾⁽¹¹⁾
8% Convertible Promissory Note	⁽⁵⁾	⁽⁵⁾	Common Stock	884,492	⁽⁵⁾	D⁽²⁾⁽¹¹⁾
Director Stock Option (right to buy)	⁽⁷⁾	05/30/2017	Common Stock	7,500	$0.5	D⁽⁶⁾⁽¹¹⁾
Director Stock Option (right to buy)	⁽⁸⁾	10/21/2018	Common Stock	1,750	$3.5	D⁽⁶⁾⁽¹¹⁾
Director Stock Option (right to buy)	⁽⁹⁾	09/01/2019	Common Stock	1,750	$2.5	D⁽⁶⁾⁽¹¹⁾
Director Stock Option (right to buy)	⁽¹⁰⁾	05/30/2020	Common Stock	1,750	$4	D⁽⁶⁾⁽¹¹⁾

1. Name and Address of Reporting Person^*

Clarus Lifesciences I, L.P.

(Last)

(First)

(Middle)

C/O CLARUS VENTURES, LLC

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE

92130

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Clarus Ventures I, LLC

(Last)

(First)

(Middle)

C/O CLARUS VENTURES , LLC

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Clarus Ventures I Management, L.P.

(Last)

(First)

(Middle)

C/O CLARUS VENTURES , LLC

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LIPTAK ROBERT

(Last)

(First)

(Middle)

C/O CLARUS VENTURES , LLC

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Simon Nicholas

(Last)

(First)

(Middle)

C/O CLARUS VENTURES , LLC

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

HENNER DENNIS

(Last)

(First)

(Middle)

C/O CLARUS VENTURES , LLC

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GALAKATOS NICHOLAS

(Last)

(First)

(Middle)

C/O CLARUS VENTURES , LLC

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

STEINMETZ MICHAEL

(Last)

(First)

(Middle)

C/O CLARUS VENTURES , LLC

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each of the Series A-1 Convertible Preferred Stock and 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 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.

2. These securities are held of record by Clarus Lifesciences I, L.P. ("CLI"). Clarus Ventures I Management, L.P. ("CVIM LP") is the general partner of CLI, and Clarus Ventures I, LLC ("CVI LLC") is the general partner of CVIM LP. As such, CVI LLC and CVIM LP may each be deemed to share voting and dispositive power with respect to the securities owned by CLI, but each disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Each of Messrs. Galakatos, Henner, Liptak, Simon and Steinmetz is a manager of CVI LLC and a general partner of CVIM LP and in such capacities may be deemed to beneficially own the securities held of record by CVI, but each disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

3. These Warrants (the "Bridge Warrants") were issued on separate dates pursuant to that certain Note and Warrant Purchase Agreement dated as of February 27, 2009, and are exercisable, in whole or in part, for shares of Series B Convertible Preferred Stock of the Issuer as of December 2, 2009. Upon the closing of the Issuer's initial public offering, the Bridge Warrants 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 Bridge Warrants 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.

4. 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.

5. 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.

6. Pursuant to the policies of CLI and its affiliates, this Option is held by Kurt Wheeler, a director of the Issuer and a manager of CVI LLC, for the benefit of CLI. CVI LLC is the general partner of CVIM LP, which is the general partner of CLI, and each may be deemed to be the indirect beneficial owner of the Option, but each disclaims beneficial ownership except to the extent of its pecuniary interest therein.

7. The Option was granted to Mr. Wheeler on May 30, 2007 and was fully vested and immediately exercisable upon the date of grant.

8. The Option was granted to Mr. Wheeler on October 21, 2008 and became fully vested and exercisable on October 21, 2009.

9. The Option was granted to Mr. Wheeler on September 1, 2009 and became fully vested and exercisable on September 1, 2010.

10. The Option was granted to Mr. Wheeler on May 30, 2010 and vests in a series of twelve (12) successive, equal monthly installments beginning on the date of grant, subject to Mr. Wheeler's continued service as a director of the Issuer on each respective vesting date.

11. 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/ Robert Liptak, Managing Member of Clarus Ventures I, LLC, the general partner of Clarus Ventures I Management, L.P., which is the general partner of Clarus Lifesciences I, L.P.	11/22/2010
	/s/ Robert Liptak, Managing Member of Clarus Ventures I, LLC	11/22/2010
	/s/ Robert Liptak, Managing Member of Clarus Ventures I, LLC, the general partner of Clarus Ventures I Management, L.P.	11/22/2010
	/s/ Robert Liptak	11/22/2010
	/s/ Robert Liptak, as Attorney-in-fact for Nicholas Simon	11/22/2010
	/s/ Robert Liptak, as Attorney-in-fact for Dennis Henner	11/22/2010
	/s/ Robert Liptak, as Attorney-in-fact for Nicholas Galakatos	11/22/2010
	/s/ Robert Liptak, as Attorney-in-fact for Michael Steinmetz	11/22/2010
	** 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 5 (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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