-----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, UFf7WB//P3WhKp4JHKal0PvNR1Gsd+sWQkgeFhRDMqkyzYUm4t59TcG7yhswwKKG PRH4sC8q9ONQpmxEC85NGA== 0001181431-10-057192.txt : 20101122 0001181431-10-057192.hdr.sgml : 20101122 20101122214126 ACCESSION NUMBER: 0001181431-10-057192 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: Haas Ken CENTRAL INDEX KEY: 0001505836 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 101210132 MAIL ADDRESS: STREET 1: C/O ABINGWORTH, 3000 SAND HILL RD. STREET 2: B4-135 CITY: MENLO PARK STATE: CA ZIP: 94025 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 rrd291455.xml FORM 3 X0203 3 2010-11-22 0 0001375151 ZOGENIX, INC. ZGNX 0001505836 Haas Ken C/O ABINGWORTH BIOVENTURES 3000 SAND HILL RD., B4-135 MENLO PARK CA 94025 1 0 0 0 Director Stock Option (right to buy) 2.50 2019-09-01 Common Stock 7500 D Director Stock Option (right to buy) 4.00 2020-05-30 Common Stock 1750 D Series A-2 convertible Preferred Stock Common Stock 901363 I By Abingworth Bioventures IV LP Series B Convertible Preferred Stock Common Stock 535643 I By Abingworth Bioventures IV LP Stock Purchase Warrant (right to buy) 1.10 2009-12-02 Series B Convertible Preferred Stock 145963 I By Abingworth Bioventures IV LP Stock Purchase Warrant (right to buy) 1.10 2009-12-02 Series B Convertible Preferred Stock 82270 I By Abingworth Bioventures IV LP Stock Purchase Warrant (right to buy) 1.10 2009-12-02 Series B Convertible Preferred Stock 82270 I By Abingworth Bioventures IV LP Stock Purchase Warrant (right to buy) 1.10 2009-12-02 Series B Convertible Preferred Stock 82270 I By Abingworth Bioventures IV LP Stock Purchase Warrant (right to buy) 1.10 2010-10-07 Series B Convertible Preferred Stock 477696 I By Abingworth Bioventures IV LP 8% Convertible Promissory Note Common Stock 382613 I By Abingworth Bioventures IV LP Series A-2 convertible Preferred Stock Common Stock 7727 I By Abingworth Bioventures IV Executives L.P. Series B Convertible Preferred Stock Common Stock 4592 I By Abingworth Bioventures IV Executives L.P. Stock Purchase Warrant (right to buy) 1.10 2009-12-02 Series B Convertible Preferred Stock 1251 I By Abingworth Bioventures IV Executives L.P. Stock Purchase Warrant (right to buy) 1.10 2009-12-02 Series B Convertible Preferred Stock 705 I By Abingworth Bioventures IV Executives L.P. Stock Purchase Warrant (right to buy) 1.10 2009-12-02 Series B Convertible Preferred Stock 705 I By Abingworth Bioventures IV Executives L.P. Stock Purchase Warrant (right to buy) 1.10 2009-12-02 Series B Convertible Preferred Stock 705 I By Abingworth Bioventures IV Executives L.P. Stock Purchase Warrant (right to buy) 1.10 2010-10-07 Series B Convertible Preferred Stock 4096 I By Abingworth Bioventures IV Executives L.P. 8% Convertible Promissory Note Common Stock 3280 I By Abingworth Bioventures IV Executives LP Option was granted on September 1, 2009 and was fully vested and immediately exercisable upon the date of grant. 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 on each such vesting date. Each of the Series A-2 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-2 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 owned of record by Abingworth Bioventures IV LP ("AB IV"). These securities are owned of record by Abingworth Bioventures IV Executives L.P. ("AB IV Executives"). Abingworth Management Ltd. ("AM Ltd.") serves as investment manager of each of AB IV and AB IV Executives and may be deemed to share voting and dispositive power with respect to the securities owned by AB IV and AB IV Executives. The Reporting Person is a venture partner of Abingworth Management, Inc. and in such capacity may be deemed to beneficially own the securities owned of record by AB IV and AB IV Executives, but disclaims beneficial ownership of such securities 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. Pursuant to an agreement with AM Ltd., the Reporting Person is deemed to hold 6,000 of the shares of common stock issuable upon exercise of the reported option (the "AM Ltd. Portion of the Option") for the benefit of AM Ltd. The Reporting Person may exercise the report option upon the mutual agreement of the Reporting Person and AM Ltd. AM Ltd. may be deemed the indirect beneficial owner of the AM Ltd. Portion of the Option, and the Reporting Person may be deemed the indirect beneficial owner of the AM Ltd. Portion of the Option through his indirect interest in AM Ltd. Pursuant to an agreement with AM Ltd., the Reporting Person is deemed to hold 1,400 of the shares of common stock issuable upon exercise of the reported option (the "AM Ltd. Portion of the Option") for the benefit of AM Ltd. The Reporting Person may exercise the reported option upon the mutual agreement of the Reporting Person and AM Ltd. AM Ltd. may be deemed the indirect beneficial owner of the AM Ltd. Portion of the Option, and the Reporting Person may be deemed the indirect beneficial owner of the AM Ltd. Portion of the Option through his indirect interest in AM Ltd. 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/ Ken Haas 2010-11-22 -----END PRIVACY-ENHANCED MESSAGE-----