Sec Form 4 Filing - KOTLER KEVIN @ BIODELIVERY SCIENCES INTERNATIONAL INC - 2018-08-01

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 KOTLER KEVIN 2. Issuer Name and Ticker or Trading Symbol BIODELIVERY SCIENCES INTERNATIONAL INC [ BDSI] 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 BROADFIN CAPITAL, LLC, 300 PARK AVENUE, 25TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/01/2018 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (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

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 Restricted Stock Units $ 0 08/01/2018 A 96,247 ( 1 ) 08/01/2022 Common Stock 96,247 $ 0 96,247 D Stock Options (right to buy) $ 2.93 08/01/2018 A 48,123 ( 2 ) 08/01/2028 Common Stock 48,123 $ 0 48,123 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KOTLER KEVIN C/O BROADFIN CAPITAL, LLC 300 PARK AVENUE, 25TH FLOOR NEW YORK, NY10022 X Broadfin Healthcare Master Fund Ltd 20 GENESIS CLOSE ANSBACHER HOUSE, SECOND FLOOR, P.O. BOX 1344 GRAND CAYMAN KY1-1108, E9 X Broadfin Capital, LLC 300 PARK AVENUE, 25TH FLOOR NEW YORK, NY10022 X Signatures BROADFIN CAPITAL, LLC, By: /s/ Kevin Kotler, Managing Member 08/03/2018 Signature of Reporting Person Date /s/ Kevin Kotler 08/03/2018 Signature of Reporting Person Date BROADFIN HEALTHCARE MASTER FUND, LTD., By: /s/ Kevin Kotler, Director 08/03/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The restricted stock units ("RSUs") were issued to the Reporting Person on August 1, 2018, as compensation for service on the Issuer's board of directors. The RSUs vest as follows: (i) 3,124 RSUs vest in the first open window following the filing of the Company's quarterly 10Q for June 30, 2018, (ii) 18,123 RSUs vest in the first open window following the Company's 2019 Annual Meeting of Stockholders, (iii) 30,000 RSUs vest in the first open window following the Company's 2020 Annual Meeting of Stockholders, (iv) 30,000 RSUs vest in the first open window following the Company's 2021 Annual Meeting of Stockholders and (v) 15,000 RSUs vest in the first open window following the Company's 2022 Annual Meeting of Stockholders. ( 2 )The stock options ("options") were issued to the Reporting Person on August 1, 2018, as compensation for service on the Issuer's board of directors. The options vest as follows: (i) 1,562 options vest in the first open window following the filing of the Company's quarterly 10Q for June 30, 2018, (ii) 9,061 options vest in the first open window following the Company's 2019 Annual Meeting of Stockholders, (iii) 15,000 options vest in the first open window following the Company's 2020 Annual Meeting of Stockholders, (iv) 15,000 options vest in the first open window following the Company's 2021 Annual Meeting of Stockholders and (v) 7,500 options vest in the first open window following the Company's 2022 Annual Meeting of Stockholders.

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).

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