Sec Form 4 Filing - Sagrolikar Ashish M @ ZOGENIX, INC. - 2020-03-15

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 Sagrolikar Ashish 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) EVP & CHIEF COMMERCIAL OFFICER (Last) (First) (Middle) C/O ZOGENIX, INC., 5959 HORTON STREET, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 03/15/2020 (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 03/15/2020 M 2,032 ( 1 ) A $ 0 5,517 ( 2 ) D Common Stock 03/15/2020 F 604 ( 3 ) D $ 22.01 4,913 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 ( 4 ) 03/15/2020 M 2,032 ( 5 ) ( 6 ) Common Stock 2,032 $ 0 6,093 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sagrolikar Ashish M C/O ZOGENIX, INC. 5959 HORTON STREET, SUITE 500 EMERYVILLE, CA94608 EVP & CHIEF COMMERCIAL OFFICER Signatures /s/ Thomas Doyle, Attorney-in-fact for Ashish Sagrolikar 03/17/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents vesting of one-fourth (1/4) of restricted stock units granted to the reporting person on March 22, 2019. ( 2 )Includes 427 shares acquired under the Company's Employee Stock Purchase Plan since the last Section 16 filing by the reporting person. ( 3 )Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock units granted to the reporting person. ( 4 )Each restricted stock unit represents a contingent right to receive one share of Zogenix common stock. ( 5 )The restricted stock units vest in four equal installments on each of March 15, 2020, 2021, 2022 and 2023, subject to the reporting person's continuous service to the Company on such vesting date. ( 6 )Not applicable.

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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