Sec Form 4/A Filing - COLELLA SAMUEL D @ Flexion Therapeutics Inc - 2021-01-15

FORM 4/A 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 COLELLA SAMUEL D 2. Issuer Name and Ticker or Trading Symbol Flexion Therapeutics Inc [ FLXN] 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 FLEXION THERAPEUTICS, INC., 10 MALL ROAD, SUITE 301 3. Date of Earliest Transaction (MM/DD/YY) 01/15/2021 (Street) BURLINGTON, MA01803 4. If Amendment, Date Original Filed (MM/DD/YY) 01/20/2021 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 01/15/2021 J( 1 ) 2,198 A $ 0 69,837 ( 2 ) ( 3 ) I See Footnote ( 4 ) Common Stock 7,698 ( 2 ) ( 3 ) D Common Stock 250 ( 5 ) I By spouse

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COLELLA SAMUEL D C/O FLEXION THERAPEUTICS, INC. 10 MALL ROAD, SUITE 301 BURLINGTON, MA01803 X Signatures /s/ Mark S. Levine, Attorney-in-Fact 03/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a change in the form of ownership of the Colella Family Trust UTA Dtd. 9/21/92 ("Colella Trust") by virtue of the receipt of shares in the pro-rata in-kind distribution of common stock of the Issuer for no consideration by Versant Side Fund III, L.P. to its partners. ( 2 )24,504 shares held by the Reporting Person were inadvertently reported on prior Form 4 filings as held directly. Instead, the shares are held by the Reporting Person indirectly in the name of the Colella Trust. ( 3 )2,198 shares were inadvertently reported as held by the Colella Trust. The shares are held directly by the Reporting Person. ( 4 )Shares held by the Colella Trust. The Reporting Person, a member of the Issuer's board of directors, is a trustee and beneficiary of the Colella Trust. ( 5 )The Reporting Person acquired indirect ownership of the shares upon marriage. The shares were inadvertently omitted from prior Form 4 filings.

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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