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^*

Smith Thomas B

(Last)

(First)

(Middle)

C/O BIODELIVERY SCIENCES INTL, INC.,

4131 PARKLAKE AVE. SUITE 225

(Street)

RALEIGH

27612

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BIODELIVERY SCIENCES INTERNATIONAL INC [ BDSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2022

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	01/27/2022		M		17,361	A	$0	37,315	D
Common Stock	01/31/2022		M		7,548	A	$0	44,863	D
Common Stock	01/31/2022		M		7,667	A	$0	52,530	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 (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)
Stock Options (right to buy)	$3.66⁽¹⁾	01/27/2022		A⁽²⁾		259,186		⁽²⁾	01/26/2032	Common Stock	259,186	$3.66	259,186	D
Restricted Stock Units	$0.0	01/27/2022		A⁽³⁾		46,448		⁽⁴⁾	01/27/2025	Common Stock	46,448	$0	46,448	D
Restricted Stock Units	$0.0	01/27/2022		M			17,361	⁽⁵⁾	01/27/2024	Common Stock	17,361	$0	34,722	D
Restricted Stock Units	$0.0	01/29/2022		M			7,548	⁽⁶⁾	01/29/2023	Common Stock	7,548	$0	7,549	D
Restricted Stock Units	$0.0	01/31/2022		M			7,667	⁽⁷⁾	01/31/2022	Common Stock	7,667	$0	0	D

Explanation of Responses:

1. The exercise price of the stock options issued to the Reporting Person is equal to the closing price of the Issuer's common stock on January 27, 2022.

2. The stock options were issued to the Reporting Person on January 27, 2022, pursuant to a grant under the Issuer's 2019 Stock Option Incentive Plan (the "Plan"). The award is subject to time-based vesting and will vest in equal portions on: (i) January 27, 2023; (ii) January 27, 2024; and (iii) January 27, 2025.

3. The Restricted Stock Units ("RSUs") were issued to the Reporting Person on January 27, 2022, pursuant to a grant under the Plan. The award is subject to time-based vesting and will vest in equal portions on: (i) January 27, 2023; (ii) January 27, 2024; and (iii) January 27, 2025.

4. Upon vesting, each RSU entitles the Reporting Person to one share of the Issuer's common stock.

5. The shares of common stock were acquired by the Reporting Person as a result of the vesting of RSUs granted to the Reporting Person on January 27, 2021, under the Plan. The remaining RSUs vest in equal portions on: (i) January 27, 2023; and (ii) January 27, 2024.

6. The shares of common stock were acquired by the Reporting Person as a result of the vesting of RSUs granted to the Reporting Person on January 29, 2020, under the Plan. The remaining RSUs vest on January 29, 2023.

7. The shares of common stock were acquired by the Reporting Person as a result of the vesting of RSUs granted to the Reporting Person on January 31, 2019, under the Issuer's 2011 Equity Incentive Plan, as amended.

Remarks:

	/s/ Thomas Smith, MD.	01/31/2022
	** 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: Smith Thomas B converted options into 32,576 shares, increasing direct ownership by 163% to 52,530 units