FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * MINOCHERHOMJEE ARDA PHD   2. Issuer Name and Ticker or Trading Symbol ZOGENIX, INC. [ZGNX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CHICAGO GROWTH PARTNERS II, L.P., 303 W. MADISON AVENUE, SUITE 2500 3. Date of Earliest Transaction (Month/Day/Year) 11/29/2010 (Street) CHICAGO, IL 60606 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/29/2010   C   1,818,181 A (1) 1,818,181 I (2) (4) By Chicago Growth Partners II, L.P. Common Stock 11/29/2010   C(3)   594,146 A (3) 2,412,327 I (2) (4) By Chicago Growth Partners II, L.P. Common Stock 11/29/2010   P   550,000 A $ 4 2,962,327 I (2) (4) By Chicago Growth Partners II, L.P.

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series B Convertible Preferred Stock

(1)

11/29/2010

C

18,181,818

(1)

(1)

Common Stock

1,818,181

(1)

0

I (2) (4)

By Chicago Growth Partners II, L.P.

8% Convertible Promissory Note

(3)

11/29/2010

C(3)

594,146

(3)

(3)

Common Stock

594,146

(3)

0

I (2) (4)

By Chicago Growth Partners II, L.P.

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MINOCHERHOMJEE ARDA PHD C/O CHICAGO GROWTH PARTNERS II, L.P. 303 W. MADISON AVENUE, SUITE 2500 CHICAGO, IL 60606	X	X

Signatures

/s/ Arda M. Minocherhomjee, Ph.D.		11/29/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	The Series B Convertible Preferred Stock automatically converted to Common Stock at the closing of the Issuer's initial public offering on Novenber 29, 2010 at a conversion ratio of one share of Common Stock for every ten shares of Series B Convertible Preferred Stock, rounded down to the next whole number, for no additional consideration.
(2)	These securities are held of record by Chicago Growth Partners II, L.P. ("CGP"). Chicago Growth Management II, LP ("CGM II LP") is the general partner of CGP, and Chicago Growth Management II, LLC ("CGM II LLC") is the general partner of CGM II LP. CGM II LLC and CGM II LP have shared voting and dispositive power of the shares held by CGP. The Reporting Person is a Managing Director of each of CGM II, LLC and CGM II, LP and as such has a proportionate pecuniary interest in such shares, but does not have sole voting or investment power with respect to such shares and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(3)	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.
(4)	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.

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