SEC Form 4 · accession 0001209191-18-054525
Flexion Therapeutics Inc · FLXN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael D. Clayman
Officer — President and CEO · Director
Period of report
Oct 8, 2018
Accepted (ET)
Oct 9, 2018 · 4:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001419600
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 8, 2018 | M | 14,800 | — | A | 90,082 | D | |
| Common Stock | Oct 8, 2018 | F | 6,233 | $18.60 | D | 83,849 | D | |
| Common Stock | holding | — | — | — | 294,383 | I | By the Michael D. Clayman 2006 Revocable Trust | |
| Common Stock | holding | — | — | — | 24,600 | I | By the Michael D. Clayman Irrevocable Trust | |
| Common StockF2 | holding | — | — | — | 388,683 | I | By Versant Development Fund III, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Unit AwardF1,F3 | — | Oct 8, 2018 | M | 14,800 | D | — | Oct 6, 2019 | Common Stock | 14,800 | 14,800 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
- F2Shares 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.
- F3On January 4, 2016, the reporting person was granted up to 66,600 restricted stock units. The amount and vesting of the shares under the restricted stock unit award was based on the achievement of certain milestones that were established at the time of the Compensation Committee's approval of the restricted stock unit award on December 17, 2015. On October 6, 2017, the Compensation Committee certified the achievement of a milestone under the restricted stock unit award resulting in the commencement of vesting of 44,400 shares as follows: 14,800 shares vested as of October 6, 2017, 14,800 shares vested as of October 6, 2018 and 14,800 shares vested as of October 6, 2019.