Sec Form 4 Filing - Smith Thomas B @ BIODELIVERY SCIENCES INTERNATIONAL INC - 2020-01-31

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 Smith Thomas B 2. Issuer Name and Ticker or Trading Symbol BIODELIVERY SCIENCES INTERNATIONAL INC [ BDSI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Medical Officer (Last) (First) (Middle) C/O BIODELIVERY SCIENCES INTL, INC.,, 4131 PARKLAKE AVE. SUITE 225 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2020 (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 01/31/2020 M 7,666 A $ 0 ( 1 ) 7,666 D Common Stock ( 2 ) 01/31/2020 S 2,927 D $ 5.38 ( 3 ) 4,739 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 01/31/2020 M 7,666 ( 1 ) 01/31/2022 Common Stock 7,666 $ 0 15,334 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smith Thomas B C/O BIODELIVERY SCIENCES INTL, INC., 4131 PARKLAKE AVE. SUITE 225 RALEIGH, NC27612 Chief Medical Officer Signatures /s/ Thomas Smith, MD. 02/04/2020 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 Restricted Stock Units ("RSUs") granted to the Reporting Person on January 31, 2019, under the Issuer's 2011 Equity Incentive Plan, as amended. The remaining RSUs vest equally on January 31, 2021 and January 31, 2022. ( 2 )The shares of Common Stock were automatically sold under a pre-planned 10b5-1 trading plan to cover the Reporting Person's tax liability upon the vesting of the RSUs. ( 3 )On January 31, 2019, the Reporting Person sold an aggregate of 2,927 shares of the Issuer's Common Stock at a weighted average price of $5.38 per share. The highest sale price for the Common Stock was $5.40 per share and the lowest sale price was $5.36 per share. 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).

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