Sec Form 4 Filing - Clayman Michael D. @ Flexion Therapeutics Inc - 2021-11-19

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 Clayman Michael 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 X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O FLEXION THERAPEUTICS, INC., 10 MALL ROAD, SUITE 301 3. Date of Earliest Transaction (MM/DD/YY) 11/19/2021 (Street) BURLINGTON, MA01803 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 11/19/2021 D( 1 ) 335,498( 2 )( 3 ) D $ 8.5 0 D Common Stock 11/19/2021 D( 1 ) 373,769 D $ 8.5 0 I By the Michael D.Clayman 2006 Revocable Trust Common Stock 11/19/2021 D( 1 ) 24,600 D $ 8.5 0 I By the Michael D. Clayman Irrevocable Trust Common Stock 11/19/2021 D( 1 ) 388,683 D $ 8.5 0 I By Versant Development Fund III, LLC( 4 )

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) $ 2.52 11/19/2021 D 136,530 ( 5 ) 07/18/2023 Common Stock 136,530 ( 5 ) 0 D Stock Option (right to buy) $ 17.61 11/19/2021 D 200,000 ( 6 ) 03/02/2024 Common Stock 200,000 ( 6 ) 0 D Stock Option (right to buy) $ 22.91 11/19/2021 D 110,000 ( 6 ) 01/20/2025 Common Stock 110,000 ( 6 ) 0 D Stock Option (right to buy) $ 18.2 11/19/2021 D 155,000 ( 6 ) 01/03/2026 Common Stock 155,000 ( 6 ) 0 D Stock Option (right to buy) $ 18.56 11/19/2021 D 175,000 ( 6 ) 12/19/2026 Common Stock 175,000 ( 6 ) 0 D Stock Option (right to buy) $ 22.31 11/19/2021 D 116,667 ( 6 ) 01/31/2028 Common Stock 116,667 ( 6 ) 0 D Stock Option (right to buy) $ 14.75 11/19/2021 D 290,000 ( 6 ) 02/28/2029 Common Stock 290,000 ( 6 ) 0 D Stock Option (right to buy) $ 15.78 11/19/2021 D 185,000 ( 6 ) 03/01/2030 Common Stock 185,000 ( 6 ) 0 D Performance Restricted Stock Unit Award ( 7 ) 11/19/2021 D 106,100 ( 7 ) ( 7 ) Common Stock 106,100 ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Clayman Michael D. C/O FLEXION THERAPEUTICS, INC. 10 MALL ROAD, SUITE 301 BURLINGTON, MA01803 X President and CEO Signatures /s/ Mark S. Levine, Attorney-in-Fact 11/19/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger, dated as of October 11, 2021, by and among Flexion Therapeutics, Inc. ("Issuer"), Pacira BioSciences, Inc. and Oyster Acquisition Company I nc. ("Purchaser") ("Merger Agreement"), on November 19, 2021, Purchaser merged with and into Issuer, with Issuer continuing as the surviving corporation ("Merger"). At the effective time of the Merger, each share of Issuer's common stock was cancelled in exchange for (i) $8.50 per share in cash ("Cash Amount"), plus (ii) one non-transferable contractual contingent value right per share, which represent the right to receive one or more contingent payments of up to $8.00 per share in the aggregate, in cash, upon the achievement of specified milestones on or prior to December 31, 2030 ("CVR Payments"). Pursuant to the Merger Agreement, these shares were tendered and disposed of at the offer acceptance time in exchange for the right to receive (i) the Cash Amount, plus (ii) any CVR Payments. ( 2 )Includes 517 shares of Issuer common stock acquired under the Issuer's 2013 Employee Stock Purchase Plan on November 17, 2021. ( 3 )At the effective time of the Merger, each outstanding restricted stock unit award ("RSU") was accelerated and became fully vested and was cancelled and converted into the right to receive (i) $8.50 per share of Issuer common stock issuable in settlement of such RSU in cash, net of any withholding taxes required to be deducted and withheld by applicable law, plus (ii) any potential CVR Payments. ( 4 )Shares held by Versant Development Fund III, LLC. The Reporting Person is a manager and minority member of Versant Development Fund III, LLC. The Reporting Person disclaims any beneficial ownership of the shares held by Versant Development Fund III, LLC except to the extent of his pecuniary interest in these shares. ( 5 )At the effective time of the Merger, each outstanding option with an exercise price less than $8.50 per share was accelerated and became fully vested and exercisable and was cancelled and converted into the right to receive (i) cash in an amount equal to the product of (a) the total number of shares of Issuer common stock subject to such option multiplied by (b) the excess of (x) $8.50 per share over (y) the exercise price payable per share of Issuer common stock under such option, and (ii) any potential CVR Payments, net of any withholding taxes required to be deducted and withheld by applicable legal requirements. ( 6 )At the effective time of the Merger, each outstanding option with an exercise price equal to, or greater than, $9.12 was cancelled without any consideration payable (whether in the form of cash or any potential CVR Payments) in respect of such cancelled option. ( 7 )At the effective time of the Merger, each outstanding restricted stock unit award conditioned on performance metrics ("PSU") was accelerated (assuming achievement at 100% of the applicable target levels) and became fully vested and cancelled and converted into the right to receive (i) $8.50 per share of Issuer common stock issuable in settlement of such PSU in cash, net of any withholding taxes required to be deducted and withheld by applicable law, plus (ii) any potential CVR Payments.

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