-----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, NBiAdipQ4FrgL5CnZhF3hz98UwsrzXzCbdKM5kKrcrGcijm/+V6Wc4/O6v3dkxdW wDdjHJt2PMKpMgs8Puzvjw== 0001181431-10-057187.txt : 20101122 0001181431-10-057187.hdr.sgml : 20101122 20101122213954 ACCESSION NUMBER: 0001181431-10-057187 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: WHEELER KURT CENTRAL INDEX KEY: 0001252525 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 101210127 MAIL ADDRESS: STREET 1: 801 GATEWAY BLVD STREET 2: STE 410 CITY: SAN FRANCISCO STATE: CA ZIP: 94080 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 rrd291453.xml FORM 3 X0203 3 2010-11-22 0 0001375151 ZOGENIX, INC. ZGNX 0001252525 WHEELER KURT C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE MA 92130 1 0 1 0 Director Stock Option (right to buy) 0.50 2017-05-30 Common Stock 7500 D Director Stock Option (right to buy) 3.50 2018-10-21 Common Stock 1750 D Director Stock Option (right to buy) 2.50 2019-09-01 Common Stock 1750 D Director Stock Option (right to buy) 4.00 2020-05-30 Common Stock 1750 D Series A-1 Convertible Preferred Stock Common Stock 2100000 I By Clarus Lifesciences I, L.P. Series B Convertible Preferred Stock Common Stock 1247947 I By Clarus Lifesciences I, L.P. Stock Purchase Warrant (right to buy) 1.10 2009-12-02 Series B Convertible Preferred Stock 340065 I By Clarus Lifesciences I, L.P. Stock Purchase Warrant (right to buy) 1.10 2009-12-02 Series B Convertible Preferred Stock 191673 I By Clarus Lifesciences I, L.P. Stock Purchase Warrant (right to buy) 1.10 2009-12-02 Series B Convertible Preferred Stock 191673 I By Clarus Lifesciences I, L.P. Stock Purchase Warrant (right to buy) 1.10 2009-12-02 Series B Convertible Preferred Stock 191673 I By Clarus Lifesciences I, L.P. Stock Purchase Warrant (right to buy) 1.10 2010-10-07 Series B Convertible Preferred Stock 792353 I By Clarus Lifesciences I, L.P. 8% Convertible Promissory Note Common Stock 884492 I By Clarus Lifesciences I, L.P. The Option was granted on May 30, 2007 and was fully vested and immediately exercisable upon the date of grant. The Option was granted on October 21, 2008 and became fully vested and exercisable on October 21, 2009. The Option was granted on September 1, 2009 and became fully vested and exercisable on September 1, 2010. The Option was granted on May 30, 2010 and vests in a series of twelve (12) successive, equal monthly installments beginning on the date of grant, subject to the Reporting Person's continued service as a director of the Issuer on each respective vesting date. 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. 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. CVI LLC and CVIM LP may each be deemed to share voting and dispositive power with respect to the securities owned by CLI. The Reporting Person 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 disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Pursuant to the policies of CLI and its affiliates, the Reporting Person is deemed to hold the reported Option for the benefit of CLI, of which CVI LLC is the ultimate general partner, and must exercise the option solely at the direction of CVI LLC. CVI LLC may be deemed to be the indirect beneficial owner of the Option. The Reporting Person therefore disclaims beneficial ownership of the Option except to the extent of his pecuniary interest therein. 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. 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 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 Person is the beneficial owner of equity securities covered by this statement. /s/ Kurt Wheeler 2010-11-22 -----END PRIVACY-ENHANCED MESSAGE-----