Sec Form 4 Filing - Haas Ken @ ZOGENIX, INC. - 2010-11-29

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 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 Haas Ken 2. Issuer Name and Ticker or Trading Symbol ZOGENIX, INC. [ ZGNX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ABINGWORTH BIOVENTURES, 3000 SAND HILL RD., B4-135 3. Date of Earliest Transaction (MM/DD/YY) 11/29/2010 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 901,363 A 901,363 I ( 2 ) ( 4 ) ( 6 ) By Abingworth Bioventures IV LP Common Stock 11/29/2010 C 535,643 A 1,437,006 I ( 2 ) ( 4 ) ( 6 ) By Abingworth Bioventures IV LP Common Stock 11/29/2010 C( 3 ) 382,613 A 1,819,619 I ( 2 ) ( 4 ) ( 6 ) By Abingworth Bioventures IV LP Common Stock 11/29/2010 P 495,750 A $ 4 2,315,369 I ( 2 ) ( 4 ) ( 6 ) By Abingworth Bioventures IV LP Common Stock 11/29/2010 C 7,727 A 7,727 I ( 3 ) ( 4 ) ( 6 ) By Abingworth Bioventures IV Executives L.P. Common Stock 11/29/2010 C 4,592 A 12,319 I ( 3 ) ( 4 ) ( 6 ) By Abingworth Bioventures IV Executives L.P. Common Stock 11/29/2010 C( 3 ) 3,280 A 15,599 I ( 3 ) ( 4 ) ( 6 ) By Abingworth Bioventures IV Executives L.P. Common Stock 11/29/2010 P 4,250 A $ 4 19,849 I ( 3 ) ( 4 ) ( 6 ) By Abingworth Bioventures IV Executives L.P.

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 A-2 Convertible Preferred Stock ( 1 ) 11/29/2010 C 9,013,631 ( 1 ) ( 1 ) Common Stock 901,363 ( 1 ) 0 I ( 2 ) ( 4 ) ( 6 ) By Abingworth Bioventures IV LP Series B Convertible Preferred Stock ( 1 ) 11/29/2010 C 5,356,437 ( 1 ) ( 1 ) Common Stock 535,643 ( 1 ) 0 I ( 2 ) ( 4 ) ( 6 ) By Abingworth Bioventures IV LP 8% Convertible Promissory Note ( 5 ) 11/29/2010 C( 5 ) 382,613 ( 5 ) ( 5 ) Common Stock 382,613 ( 5 ) 0 I ( 2 ) ( 4 ) ( 6 ) By Abingworth Bioventures IV LP Series A-2 Convertible Preferred Stock ( 1 ) 11/29/2010 C 77,278 ( 1 ) ( 1 ) Common Stock 7,727 ( 1 ) 0 I ( 3 ) ( 4 ) ( 6 ) By Abingworth Bioventures IV Executives LP Series B Convertible Preferred Stock ( 1 ) 11/29/2010 C 45,930 ( 1 ) ( 1 ) Common Stock 4,592 ( 1 ) 0 I ( 3 ) ( 4 ) ( 6 ) By Abingworth Bioventures IV Executives LP 8% Convertible Promissory Note ( 5 ) 11/29/2010 C( 5 ) 3,280 ( 5 ) ( 5 ) Common Stock 3,280 ( 5 ) 0 I ( 3 ) ( 4 ) ( 6 ) By Abingworth Bioventures IV Executives LP

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Haas Ken C/O ABINGWORTH BIOVENTURES 3000 SAND HILL RD., B4-135 MENLO PARK, CA94025 X Signatures /s/ Ken Haas 11/29/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each of the Series A-2 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-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. ( 2 )These securities are owned of record by Abingworth Bioventures IV LP ("AB IV"). ( 3 )These securities are owned of record by Abingworth Bioventures IV Executives L.P. ("AB IV Executives") ( 4 )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. ( 5 )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. ( 6 )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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