-----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, Gp/Y/8raQOyYdPpiHn9W88rc7MPbxFbGeAAsDXXuU9eIDh+bY3Vwyo9fTgkxxflQ NbmodR6XTocM/yt0bjSOVA== 0000904454-10-000460.txt : 20101122 0000904454-10-000460.hdr.sgml : 20101122 20101122211833 ACCESSION NUMBER: 0000904454-10-000460 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101122 FILED AS OF DATE: 20101122 DATE AS OF CHANGE: 20101122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DOVEY BRIAN H CENTRAL INDEX KEY: 0001207786 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 101210114 MAIL ADDRESS: STREET 1: ONE PALMER SQUARE CITY: PRINCETON STATE: NJ ZIP: 08542 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 3 1 edgar.xml PRIMARY DOCUMENT X0203 3 2010-11-22 0 0001375151 ZOGENIX, INC. ZGNX 0001207786 DOVEY BRIAN H C/O DOMAIN ASSOCIATES, LLC ONE PALMER SQUARE PRINCETON NJ 08542 0 0 1 0 Common Stock 11000 I By Domain Associates, L.L.C. Series A-1 Preferred Stock Common Stock 2064781 I By Domain Partners VII, L.P. Series B Preferred Stock Common Stock 1232861 I By Domain Partners VII, L.P. Convertible Promissory Notes Common Stock 873800 I By Domain Partners VII, L.P. Warrants 11.00 Series B Preferred Stock 168677 I By Domain Partners VII, L.P. Series A-1 Preferred Stock Common Stock 35215 I By DP VII Associates, L.P. Series B Preferred Stock Common Stock 21027 I By DP VII Associates, L.P. Convertible Promissory Notes Common Stock 14903 I By DP VII Associates, L.P. Warrants 11.00 Series B Preferred Stock 2874 I By DP VII Associates, L.P. Series A-1 Preferred Stock Common Stock 9894 I By Domain Partners VI, L.P. Series A-1 Preferred Stock Common Stock 106 I By DP VI Associates, L.P. All outstanding shares of the Issuer's preferred stock will automatically convert into Common Stock upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. All Convertible Promissory Notes, plus interest accrued thereon, will automatically convert into Common Stock upon the closing of the IPO, at the IPO price. Assumes IPO price of $4.00 per share of Common Stock and IPO closing on or about November 29, 2010. Warrants are fully exercisable and will expire if not exercised in the IPO. If exercised upon closing of the IPO the Warrants will be net exercised, and therefore the number of shares of Common Stock issued to the Warrant holder will be adjusted in accordance with such net exercise. Share numbers reflect the 1-for-10 reverse split of the Common Stock effective immediately prior to the IPO. The Reporting Person is a Managing Member of (i) One Palmer Square Associates VII, LLC, which is the sole general partner of Domain Partners VII, L.P. and DP VII Associates, L.P., (ii) One Palmer Square Associates VI, LLC, which is the sole general partner of Domain Partners VI, L.P. and DP VI Associates, L.P., and (iii) Domain Associates, LLC. Pursuant to Instruction (5)(b)(iv) of Form 3, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by each such entity. The Reporting Person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. /s/ Kathleen K. Schoemaker, Attorney-in-Fact 2010-11-22 -----END PRIVACY-ENHANCED MESSAGE-----