Sec Form 4 Filing - Farfel Gail M @ ZOGENIX, INC. - 2022-03-07

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 Farfel Gail M 2. Issuer Name and Ticker or Trading Symbol ZOGENIX, INC. [ ZGNX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O ZOGENIX, INC., 5959 HORTON STREET, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2022 (Street) EMERYVILLE, CA94608 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 03/07/2022 U( 2 ) 16,606( 1 ) D 0 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 Stock Option (Right to Buy) $ 13.96 03/07/2022 D 30,289 ( 3 )( 4 ) 06/30/2025 Common Stock 30,289 ( 3 )( 4 ) 0 D Stock Option (Right to Buy) $ 13.32 03/07/2022 D 14,250 ( 3 )( 4 ) 10/04/2025 Common Stock 14,250 ( 3 )( 4 ) 0 D Stock Option (Right to Buy) $ 10.35 03/07/2022 D 45,000 ( 3 )( 4 ) 03/13/2026 Common Stock 45,000 ( 3 )( 4 ) 0 D Stock Option (Right to Buy) $ 10.2 03/07/2022 D 52,500 ( 3 )( 4 ) 03/13/2027 Common Stock 52,500 ( 3 )( 4 ) 0 D Stock Option (Right to Buy) $ 27.36 03/07/2022 D 35,000 ( 3 )( 4 ) 03/03/2030 Common Stock 35,000 ( 3 )( 4 ) 0 D Stock Option (Right to Buy) $ 18.76 03/07/2022 D 30,000 ( 3 )( 4 ) 03/25/2031 Common Stock 30,000 ( 3 )( 4 ) 0 D Restricted Stock Units ( 5 ) 03/07/2022 D 40,187 ( 3 )( 4 ) ( 6 ) Common Stock 40,187 ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Farfel Gail M C/O ZOGENIX, INC. 5959 HORTON STREET, SUITE 500 EMERYVILLE, CA94608 See Remarks Signatures /s/ Michael P. Smith, Attorney-in-fact for Gail M. Farfel 03/09/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 1,830 Shares (as defined below) acquired under the Issuer's Employee Stock Purchase Plan since the last filing by the Reporting Person. ( 2 )This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated January 18, 2022, (the "Merger Agreement"), among UCB S.A., a societe anonyme formed under the laws of Belgium ("Parent"), Zinc Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Purchaser") and the Issuer, pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of March 7, 2022 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was canceled and converted into the right to receive $26.00 in cash (the "Cash Amount") plus a contingent value right ("CVR"), which CVR represents the right to receive a contingent payment of $2.00 which amount will become payable, if at all, if a specified milestone is achieved on or prior to December 31, 2023. ( 3 )Upon the terms and subject to the conditions set forth in the Merger Agreement, (a) each outstanding option to purchase Shares (each, a "Company Option") with an exercise price less than $26.00 (each, an "In the Money Option"), was canceled and converted into the right to receive an amount in cash equal to, subject to applicable tax withholding, the product of (i) the excess, if any of the Cash Amount over the exercise price per Share underlying such In the Money Option, multiplied by (ii) the total number of Shares subject to such In the Money Options and one CVR; (b) each Company Option with an exercise price equal to or greater than $26.00 but less than $28.00 (each, an "Out of the Money Option"), ( 4 )(Continued from Footnote 3) was canceled and converted into the right to receive, subject to the terms of the Merger Agreement, if and when (and only if and when) payments in respect of CVRs are required to be made, $28.00 in cash (less the applicable exercise price per Share subject to such Out of the Money Option); (c) each Company Option with an exercise price equal to or greater than $28.00, was canceled for no consideration. ( 5 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. ( 6 )Not applicable. ( 7 )Pursuant to the terms of the Merger Agreement, each restricted stock unit (including performance stock units) was canceled and converted into the right to receive an amount in cash equal to (i) the product of (A) the total number of Shares subject to (or deliverable under) such restricted stock unit (with any performance conditions deemed achieved at maximum levels with respect to any performance stock unit) multiplied by (B) the Cash Amount, and (ii) one CVR with respect to each Share subject to such restricted stock unit.

Remarks: EVP & Chief Development Officer

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