Edgar Filing: MITCHELL KATE

Ownership Submission

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Scale Venture Partners II, LP

2. Issuer Name and Ticker or Trading Symbol
ZOGENIX, INC. [ZGNX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

950 TOWER LANE, SUITE 700

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2010

(Street)

FOSTER CITY, CA 94404

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/29/2010		C		1,400,000 ⁽¹⁾	A	⁽²⁾	1,400,000	D ⁽³⁾
Common Stock	11/29/2010		C		831,901 ⁽⁴⁾	A	⁽⁵⁾	2,231,901	D ⁽³⁾
Common Stock	11/26/2010		P⁽⁶⁾		589,645 ⁽⁷⁾	A	$ 4	2,821,546	D ⁽³⁾
Common Stock	11/29/2010		P		1,250,000	A	$ 4	4,071,546	D ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A-1 Convertible Preferred Stock

⁽²⁾

11/29/2010

14,000,000

⁽⁸⁾

Common Stock

1,400,000

$ 0

D ⁽³⁾

Series B Convertible Preferred Stock

⁽⁵⁾

11/29/2010

8,319,024

⁽⁸⁾

Common Stock

831,901

$ 0

D ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Scale Venture Partners II, LP 950 TOWER LANE, SUITE 700 FOSTER CITY, CA 94404		X
Scale Venture Management II, LLC 950 TOWER LANE, SUITE 700 FOSTER CITY, CA 94404		X
Brooks Mark J 450 TOWER LANE, SUITE 700 FOSTER CITY, CA 94404		X
MITCHELL KATE 950 TOWER LANE SUITE 700 FOSTER CITY, CA 94404		X
O'Driscoll Rory 450 TOWER LANE, SUITE 700 FOSTER CITY, CA 94404		X
Wienbar Sharon L 450 TOWER LANE, SUITE 700 FOSTER CITY, CA 94404		X

Signatures

By: Scale Venture Management II, LLC, its General Partner, by: Louis Bock, Managing Member, /s/ Louis Bock		11/29/2010
^**Signature of Reporting Person		Date
By: Louis Bock, Managing Member, /s/ Louis Bock		11/29/2010
^**Signature of Reporting Person		Date
/s/ Mark Brooks		11/29/2010
^**Signature of Reporting Person		Date
/s/ Kate Mitchell		11/29/2010
^**Signature of Reporting Person		Date
/s/ Rory O'Driscoll		11/29/2010
^**Signature of Reporting Person		Date
/s/ Sharon Wienbar		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)	Represents shares of common stock acquired upon the automatic conversion of Series A-1 Preferred Stock upon the closing of the Issuer's initial public offering of common stock.
(2)	Each share of Series A-1 Preferred Stock converted into 0.1 shares of common stock.
(3)	The securities are held directly by Scale Venture Partners II, LP ("Scale Partners"). The General Partner of Scale Partners is Scale Venture Management II, LLC ("Scale Management"). Louis Bock, Mark Brooks, Kate Mitchell, Rory O'Driscoll and Sharon Wienbar are managing members of Scale Management and share voting and investment power with respect to these securities. Each of the managing members of Scale Management disclaims beneficial ownership with respect to these securities except to the extent of his or her respective proportionate pecuniary interest therein.
(4)	Represents shares of common stock acquired upon the automatic conversion of Series B Preferred Stock upon the closing of the Issuer's initial public offering of common stock.
(5)	Each share of Series B Preferred Stock converted into 0.1 shares of common stock.
(6)	The common stock was acquired upon conversion of a convertible promissory note exempt from the definition of a derivative security because the conversion price did not become fixed until automatic conversion at the time of the closing of the Issuer's initial public offering.
(7)	Represents shares of common stock acquired by Scale Partners upon the conversion of convertible promissory notes issued to Scale Partners in July 2010. The outstanding principal amount and accrued but unpaid interest thereon was automatically converted into shares of common stock of the Issuer upon the consummation of an initial public offering of the Issuer's common stock at a conversion price equal to $4.00, which was the initial public offering price per share.
(8)	These securities are preferred stock of the Issuer and did not have an expiration date. Prior to the Issuer's initial public offering of common stock, the securities were convertible at any time at the election of the holder. The securities automatically converted into shares of common stock upon the closing of the Issuer's initial public offering of common stock.

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