SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
COLELLA SAMUEL D

(Last) (First) (Middle)
C/O FLEXION THERAPEUTICS, INC.
10 MALL ROAD, SUITE 301

(Street)
BURLINGTON MA 01803

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Flexion Therapeutics Inc [ FLXN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/24/2021
4. If Amendment, Date of 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
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 06/24/2021 A 4,500(1) A $0.00 11,198(2) D
Common Stock 1,000(2) I The Samuel Colella Trust
Common Stock 69,837 I By the Colella Family Trust(3)
Common Stock 5,000 I By the Colella Family Exempt Marital Deduction Trust(4)
Common Stock 994,129 I By Versant Venture Capital III L.P.(5)
Common Stock 5,871 I By Versant Side Fund III(6)
Common Stock 388,683 I By Versant Development Fund III, LLC(7)
Common Stock 943 I By Colella Partners(8)
Common Stock 19,653 I By Colella Partners II(9)
Common Stock 250 I By spouse
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 Securities Underlying Derivative Security (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: 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
Stock option (right to buy) $9.22 06/24/2021 A 7,000 (10) 06/23/2031 Common Stock 7,000 $0.00 7,000 D
Explanation of Responses:
1. Represents a restricted stock unit award granted under the Issuer's 2013 Equity Incentive Plan.
2. Reflects the transfer of 1,000 shares to The Samuel Colella Trust.
3. The shares are held by the Colella Family Trust UTA Dtd. 9/21/92 ("Colella Trust"). The Reporting Person is a trustee and beneficiary of the Colella Trust.
4. The shares are held by the Colella Family Exempt Marital Deduction Trust Dated 9/21/1992 ("Colella Exempt Trust"). The Reporting Person is a trustee and beneficiary of the Colella Exempt Trust.
5. The shares are held by Versant Venture Capital III, L.P. ("VVC III"). The Reporting Person is a managing member of Versant Ventures III, LLC ("VV III"), the sole general partner of VVC III and shares voting and dispositive power over the shares held by VVC III; however, he disclaims beneficial ownership of the shares held by such entity except to the extent of his pecuniary interests therein.
6. The shares are held by Versant Side Fund III, L.P. ("Side Fund III"). The Reporting Person is a managing member of VV III, the sole general partner of Side Fund III and shares voting and dispositive power over the shares held by Side Fund III; however, he disclaims beneficial ownership of the shares held by such entity except to the extent of his pecuniary interests therein.
7. The shares are held by Versant Development Fund III, LLC ("Development III"). The Reporting Person is a managing member of VV III, a majority member of Development III and shares voting and dispositive power over the shares held by Development III; however, he disclaims beneficial ownership of the shares held by such entity except to the extent of his pecuniary interests therein.
8. Shares held by Colella Partners. The Reporting Person is the general partner of Colella Partners.
9. Shares held by Colella Partners II. The Reporting Person is the general partner of Colella Partners II.
10. The stock option vests and becomes exercisable in 12 equal monthly installments following the date of grant.
Remarks:
/s/ Mark S. Levine, Attorney-in-Fact 06/28/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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