Filing Details
- Accession Number:
- 0001181431-10-058033
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2010-11-29 21:43:59
- Reporting Period:
- 2010-11-29
- Filing Date:
- 2010-11-29
- Accepted Time:
- 2010-11-29 21:43:59
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1375151 | Zogenix Inc. | ZGNX | Pharmaceutical Preparations (2834) | 205300780 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1204789 | E James Thomas | 60 South 6Th Street Suite 3620 Minneapolis MN 55402 | No | No | No | Yes | |
| 1226280 | Tmp Associates Lp | 60 South 6Th Street Suite 3620 Minneapolis MN 55402 | No | No | No | Yes | |
| 1231291 | Thomas Mcnerney & Partners Lp | 60 South 6Th Street Suite 3620 Minneapolis MN 55402 | No | No | No | Yes | |
| 1335196 | Thomas, Mcnerney & Partners, Llc | 60 South 6Th Street Suite 3620 Minneapolis MN 55402 | No | No | No | Yes | |
| 1335200 | Tmp Nominee, Llc | 60 South 6Th Street Suite 3620 Minneapolis MN 55402 | No | No | No | Yes | |
| 1336119 | Pete Mcnerney | 60 South 6Th Street Suite 3620 Minneapolis MN 55402 | No | No | No | Yes | |
| 1369574 | Thomas, Mcnerney & Partners Ii L.p. | 60 South 6Th Street Suite 3620 Minneapolis MN 55402 | No | No | No | Yes | |
| 1383035 | Tmp Associates Ii Lp | 60 South 6Th Street Suite 3620 Minneapolis MN 55402 | No | No | No | Yes | |
| 1436054 | Tmp Nominee Ii, Llc | 60 South 6Th Street Suite 3620 Minneapolis MN 55402 | No | No | No | Yes | |
| 1505930 | Thomas, Mcnerney & Partners Ii, Llc | 60 South 6Th Street Suite 3620 Minneapolis MN 55402 | No | No | No | Yes |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2010-11-29 | 1,152,780 | $0.00 | 1,152,780 | No | 4 | C | Direct | |
| Common Stock | Acquisiton | 2010-11-29 | 207,159 | $0.00 | 1,359,939 | No | 4 | C | Direct | |
| Common Stock | Acquisiton | 2010-11-29 | 129,855 | $0.00 | 1,489,794 | No | 4 | C | Direct | |
| Common Stock | Acquisiton | 2010-11-29 | 173,399 | $4.00 | 1,663,193 | No | 4 | P | Direct | |
| Common Stock | Acquisiton | 2010-11-29 | 42,840 | $0.00 | 42,840 | No | 4 | C | Indirect | By TMP Nominee, LLC |
| Common Stock | Acquisiton | 2010-11-29 | 7,697 | $0.00 | 50,537 | No | 4 | C | Indirect | By TMP Nominee, LLC |
| Common Stock | Acquisiton | 2010-11-29 | 2,379 | $0.00 | 52,916 | No | 4 | C | Indirect | By TMP Nominee, LLC |
| Common Stock | Acquisiton | 2010-11-29 | 3,178 | $4.00 | 56,094 | No | 4 | P | Indirect | By TMP Nominee, LLC |
| Common Stock | Acquisiton | 2010-11-29 | 4,380 | $0.00 | 4,380 | No | 4 | C | Indirect | By TMP Associates, L.P. |
| Common Stock | Acquisiton | 2010-11-29 | 786 | $0.00 | 5,166 | No | 4 | C | Indirect | By TMP Associates, L.P. |
| Common Stock | Acquisiton | 2010-11-29 | 484 | $0.00 | 5,650 | No | 4 | C | Indirect | By TMP Associates, L.P. |
| Common Stock | Acquisiton | 2010-11-29 | 647 | $4.00 | 6,297 | No | 4 | P | Indirect | By TMP Associates, L.P. |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Direct | |
| No | 4 | C | Direct | |
| No | 4 | C | Direct | |
| No | 4 | P | Direct | |
| No | 4 | C | Indirect | By TMP Nominee, LLC |
| No | 4 | C | Indirect | By TMP Nominee, LLC |
| No | 4 | C | Indirect | By TMP Nominee, LLC |
| No | 4 | P | Indirect | By TMP Nominee, LLC |
| No | 4 | C | Indirect | By TMP Associates, L.P. |
| No | 4 | C | Indirect | By TMP Associates, L.P. |
| No | 4 | C | Indirect | By TMP Associates, L.P. |
| No | 4 | P | Indirect | By TMP Associates, L.P. |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Series A-1 Convertible Preferred Stock | Disposition | 2010-11-29 | 11,527,800 | $0.00 | 1,152,780 | $0.00 |
| Common Stock | Series B Convertible Preferred Stock | Disposition | 2010-11-29 | 2,071,593 | $0.00 | 207,159 | $0.00 |
| Common Stock | 8% Convertible Promissory Note | Disposition | 2010-11-29 | 129,855 | $0.00 | 129,855 | $0.00 |
| Common Stock | Series A-1 Convertible Preferred Stock | Disposition | 2010-11-29 | 428,400 | $0.00 | 42,840 | $0.00 |
| Common Stock | Series B Convertible Preferred Stock | Disposition | 2010-11-29 | 76,975 | $0.00 | 7,697 | $0.00 |
| Common Stock | 8% Convertible Promissory Note | Disposition | 2010-11-29 | 2,379 | $0.00 | 2,379 | $0.00 |
| Common Stock | Series A-1 Convertible Preferred Stock | Disposition | 2010-11-29 | 43,800 | $0.00 | 4,380 | $0.00 |
| Common Stock | Series B Convertible Preferred Stock | Disposition | 2010-11-29 | 7,869 | $0.00 | 786 | $0.00 |
| Common Stock | 8% Convertible Promissory Note | Disposition | 2010-11-29 | 484 | $0.00 | 484 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | No | 4 | C | Direct | ||
| 0 | No | 4 | C | Direct | ||
| 0 | No | 4 | C | Direct | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect |
Footnotes
- Each of the Series A-1 Convertible Preferred Stock and the Series B Convertible Preferred Stock automatically converted to Common Stock at the closing of the Issuer's initial public offering on November 29, 2010 at a conversion ratio 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 owned of record by Thomas, McNerney & Partners, L.P. ("TMP LP"). Thomas, McNerney & Partners, LLC ("TMP LLC") is the general partner of TMP LP and has shared voting and dispositive power of the securities held by TMP LP, but TMP LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. The managers of TMP LLC having shared voting and dispositive power over these securities are James E. Thomas and Peter H. McNerney, each of whom disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
- The principle of the Note and accrued interest thereon was automatically converted upon the closing of the Issuer's initial public offering on November 29, 2010 into shares of Common Stock at a conversion price equal to $4.00 per share, the per share price of the Common Stock sold in the Issuer's initial public offering.
- These securities are owned of record by TMP Nominee, LLC ("TMP Nominee"). The managers of TMP Nominee having shared voting and dispositive power over these securities are James E. Thomas and Peter H. McNerney, each of whom disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
- These securities are owned of record by TMP Associates, L.P. ("TMP Associates"). TMP LLC is the general partner of TMP Associates and has shared voting and dispositive power of the securities held by TMP Associates, but TMP LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. The managers of TMP LLC having shared voting and dispositive power over these securities are James E. Thomas and Peter H. McNerney, each of whom disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
- 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.
- Upon the closing of the Issuer's initial public offering on November 29, 2010, the Reporting Persons ceased to be 10% owners of the Issuer's securities.
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