SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COLELLA SAMUEL D

(Last)

(First)

(Middle)

C/O FLEXION THERAPEUTICS, INC.

10 MALL ROAD, SUITE 301

(Street)

BURLINGTON

01803

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/15/2021		J⁽¹⁾		2,517,541	D	$0.00	994,129	I	See Footnote⁽²⁾
Common Stock	01/15/2021		J⁽³⁾		648,266	A	$0.00	648,266	I	See Footnote⁽⁴⁾
Common Stock	01/15/2021		J⁽⁵⁾		648,266	D	$0.00	0	I	See Footnote⁽⁴⁾
Common Stock	01/15/2021		J⁽⁶⁾		19,653	A	$0.00	19,653	I	See Footnote⁽⁷⁾
Common Stock	01/15/2021		J⁽⁸⁾		14,868	D	$0.00	5,871	I	See Footnote⁽⁹⁾
Common Stock	01/15/2021		J⁽¹⁰⁾		2,198	A	$0.00	47,531	I	See Footnote⁽¹¹⁾
Common Stock	01/15/2021		J⁽¹²⁾		943	A	$0.00	943	I	See Footnote⁽¹³⁾
Common Stock								30,004	D
Common Stock								5,000	I	See Footnote⁽¹⁴⁾
Common Stock								388,683	I	See Footnote⁽¹⁵⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by Versant Venture Capital III, L.P. ("VVC III"), to its partners.

2. Shares held by VVC III. Versant Ventures III, LLC ("VV III") is the sole general partner of VVC III. The Reporting Person, a member of the Issuer's board of directors, is a managing member of VV III and may be deemed to share voting and dispositive power over the shares held by VVC III. Each of VV III and the Reporting Person disclaims beneficial ownership of the shares held by VVC III, except to the extent of their respective pecuniary interests therein.

3. Represents a change in the form of ownership of VV III by virtue of the receipt of shares in the pro-rata in-kind distribution of common stock of the Issuer for no consideration by VVC III.

4. Shares held by VV III. The Reporting Person, a member of the Issuer's board of directors, is a managing member of VV III and may be deemed to share voting and dispositive power over the shares held by VV III; however, he disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

5. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by VV III, to its members.

6. Represents a change in the form of ownership of Colella Partners II, L.P. ("Colella Partners II") by virtue of the receipt of shares in the pro-rata distribution of common stock of the Issuer for no consideration by VV III.

7. Shares held by Colella Partners II. The Reporting Person is the general partner of Colella Partners II.

8. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by Versant Side Fund III, L.P. ("VSF III"), to its partners.

9. Shares held by VSF III. VV III is the sole general partner of VSF III. The Reporting Person, a member of the Issuer's board of directors, is a managing member of VV III and may be deemed to share voting and dispositive power over the shares held by VSF III. Each of VV III and the Reporting Person disclaims beneficial ownership of the shares held by VSF III, except to the extent of their respective pecuniary interests therein.

10. 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 VSF III.

11. Shares held by Colella Trust. The Reporting Person, a member of the Issuer's board of directors, is a trustee and beneficiary of the Colella Trust.

12. Represents a change in the form of ownership of Colella Family Partners ("Colella Partners") by virtue of the receipt of shares in the pro-rata distribution of common stock of the Issuer for no consideration by VSF III.

13. Shares held by Colella Partners. The Reporting Person is the general partner of Colella Partners.

14. Shares held by the Colella Family Exempt Marital Deduction Trust Dated 9/21/92 ("Colella Exempt Trust"). The Reporting Person is a trustee and beneficiary of the Colella Exempt Trust.

15. Shares are held by Versant Development Fund III, LLC ("Development III"). VV III is the sole general partner of Development III. The Reporting Person, a member of the Issuer's board of directors, is a managing member of VV III and may be deemed to share voting and dispositive power over the shares held by Development III. Each of VV III and the Reporting Person disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein.

Remarks:

	/s/ Robin L. Praeger, Attorney-in-Fact for Samuel D. Colella	01/20/2021
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4 filed by D Samuel Colella