Sec Form 4 Filing - ODONNELL FRANCIS E JR @ BIODELIVERY SCIENCES INTERNATIONAL INC - 2018-09-12

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person ODONNELL FRANCIS E JR 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 BIODELIVERY SCIENCES INTL, INC.,, 4131 PARKLAKE AVENUE, SUITE 225 3. Date of Earliest Transaction (MM/DD/YY) 09/12/2018 (Street) RALEIGH, NC27612 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 09/12/2018 M( 1 ) 133,333 A $ 0 ( 1 ) 520,482 D Common Stock 09/12/2018 S( 2 ) 66,667 D $ 2.83 ( 3 ) ( 9 ) 453,815 D Common Stock 09/13/2018 A 6,806 A $ 0 ( 4 ) 460,621 D Common Stock 09/13/2018 M( 5 ) 46,000 A $ 0 ( 5 ) 506,621 D Common Stock 09/13/2018 M( 5 ) 62,500 A $ 0 ( 6 ) 569,121 D Common Stock 09/13/2018 A 53,438 A $ 0 ( 7 ) 622,559 D Common Stock 09/13/2018 S( 2 ) 84,372 D $ 2.84 ( 8 ) ( 9 ) 538,187 D

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 09/12/2018 M( 1 ) 133,333 09/12/2018 09/12/2018 Common Stock 133,333 $ 0 0 D Restricted Stock Units $ 0 09/13/2018 A( 4 ) 6,806 09/13/2018 09/13/2018 Common Stock 6,806 $ 0 0 D Restricted Stock Units $ 0 09/13/2018 M( 5 ) 46,000 09/13/2018 03/01/2019 Common Stock 46,000 $ 0 46,000 D Restricted Stock Units $ 0 09/13/2018 M( 6 ) 62,500 09/13/2018 02/06/2020 Common Stock 62,500 $ 0 125,000 D Restricted Stock Units $ 0 09/13/2018 A( 7 ) 53,438 09/13/2018 09/13/2018 Common Stock 53,438 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ODONNELL FRANCIS E JR C/O BIODELIVERY SCIENCES INTL, INC., 4131 PARKLAKE AVENUE, SUITE 225 RALEIGH, NC27612 X Signatures /s/ Francis E. O'Donnell Jr. 09/14/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of common stock were acquired by the Reporting Person as a result of the vesting of 133,333 of Restricted Stock Units ("RSUs") granted to the Reporting Person on February 23, 2015 under the Issuer's 2011 Equity Incentive Plan, as amended (the "Plan"). Pursuant to a deferral, these RSUs vested on September 12, 2018. ( 2 )The shares of common stock were sold under a pre-planned 10b5-1 trading plan and were sold to cover the Reporting Person's tax liability upon the vesting of RSUs. ( 3 )On September 12, 2018, the Reporting Person sold an aggregate of 66,667 shares of the Issuer's Common Stock at a weighted average price of $2.83 per share. The highest sale price for the Common Stock was $2.85 per share and the lowest sale price was $2.80 per share. ( 4 )The shares of common stock were acquired by the Reporting Person in connection with the vesting of RSUs granted to the Reporting Person under the Issuer's Long-Term Incentive Plan. Pursuant to a deferral, these RSUs vested on September 13, 2018. ( 5 )The shares of common stock were acquired by the Reporting Person as a result of the vesting of one-third of the RSUs granted to the Reporting Person on February 29, 2016 under the Plan. Pursuant to a deferral, the remainder of the RSUs under this grant will vest on March 1, 2019. ( 6 )The shares of common stock were acquired by the Reporting Person as a result of the vesting of one-third of the RSUs granted to the Reporting Person on February 6, 2017 under the Plan. Pursuant to a deferral, these RSUs vested on September 13, 2018. The remainder of the RSUs under this grant will vest in equal portions after the first open window upon the filing of the Company's Annual Report in March 2019 and March 2020. ( 7 )The shares of common stock were acquired by the Reporting Person as a result of the vesting of one-third of the performance-based RSUs ("Performance RSUs") granted to the Reporting Person on February 6, 2017 under the Plan subject to certain performance measures. The remainder of the Performance RSUs under this grant will vest, in equal amounts, but subject to certain p erformance measures, after the first open window upon the filing of the Company's Annual Report in March 2019 and March 2020. ( 8 )On September 13, 2018, the Reporting Person sold an aggregate of 84,372 shares of the Issuer's Common Stock at a weighted average price of $2.84 per share. The highest sale price for the Common Stock was $2.90 per share and the lowest sale price was $2.90 per share. ( 9 )The Reporting Person undertakes to provide the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in these footnotes.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.