Edgar Filing: Flexion Therapeutics Inc

Ownership Submission

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 OF SECURITIES

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Versant Ventures III, LLC

2. Issuer Name and Ticker or Trading Symbol
Flexion Therapeutics Inc [FLXN]

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

ONE SANSOME STREET, SUITE 3630

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2016

(Street)

SAN FRANCISCO, CA 94104

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (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	06/08/2016		P		710,091	A	$ 14	3,511,670	I	See Footnote ⁽¹⁾
Common Stock	06/08/2016		P		4,194	A	$ 14	20,739	I	See Footnote ⁽²⁾
Common Stock								388,683	I	See Footnote ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Versant Ventures III, LLC ONE SANSOME STREET, SUITE 3630 SAN FRANCISCO, CA 94104		X
Versant Venture Capital III, L.P. ONE SANSOME STREET, SUITE 3630 SAN FRANCISCO, CA 94104		X
Versant Side Fund III, L.P. ONE SANSOME STREET, SUITE 3630 SAN FRANCISCO, CA 94104		X
Versant Development Fund III, L.P. ONE SANSOME STREET, SUITE 3630 SAN FRANCISCO, CA 94104		X
ATWOOD BRIAN G ONE SANSOME STREET, SUITE 3630 SAN FRANCISCO, CA 94104		X
COLELLA SAMUEL D ONE SANSOME STREET, SUITE 3630 SAN FRANCISCO, CA 94104		X
JAFFE ROSS A MD ONE SANSOME STREET, SUITE 3630 SAN FRANCISCO, CA 94104		X
LINK WILLIAM J PHD ONE SANSOME STREET, SUITE 3630 SAN FRANCISCO, CA 94104		X
MILDER DONALD B ONE SANSOME STREET, SUITE 3630 SAN FRANCISCO, CA 94104		X
ROBERTSON REBECCA B ONE SANSOME STREET, SUITE 3630 SAN FRANCISCO, CA 94104		X

Signatures

Versant Ventures III, LLC		06/10/2016
^**Signature of Reporting Person		Date
Versant Venture Capital III, L.P.		06/10/2016
^**Signature of Reporting Person		Date
Versant Side Fund III, L.P.		06/10/2016
^**Signature of Reporting Person		Date
Versant Development Fund III, LLC		06/10/2016
^**Signature of Reporting Person		Date
Brian G. Atwood By: Robin L. Praeger as attorney-in-fact		06/10/2016
^**Signature of Reporting Person		Date
Samuel D. Colella By: Robin L. Praeger as attorney-in-fact		06/10/2016
^**Signature of Reporting Person		Date
Ross A. Jaffe, MD By: Robin L. Praeger as attorney-in-fact		06/10/2016
^**Signature of Reporting Person		Date
William J. Link, MD By: Robin L. Praeger as attorney-in-fact		06/10/2016
^**Signature of Reporting Person		Date
Donald B. Milder By: Robin L. Praeger as attorney-in-fact		06/10/2016
^**Signature of Reporting Person		Date
Rebecca B. Robertson By: Robin L. Praeger as attorney-in-fact		06/10/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The shares are held by Versant Venture Capital III, L.P. ("VVC III"). Versant Ventures III, LLC, a Delaware limited liability company ("VV III") serves as the sole general partner of VVC III. Brian G. Atwood, Ross A. Jaffe, M.D., Samuel D. Colella, Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Ph.D., William J. Link, Ph.D., Charles M. Warden, Robin L. Praeger and Barbara N. Lubash are managing directors and/or members of VV III and share voting and dispositive power over the shares held by VVC III; however, they disclaim beneficial ownership of the shares held by such entities except to the extent of their pecuniary interests therein. Samuel D. Colella is a director of the Issuer and, accordingly, files separate Section 16 reports.
(2)	The shares are held by Versant Side Fund III, L.P. ("VSF III"). VV III serves as the sole general partner of VSF III. Brian G. Atwood, Ross A. Jaffe, M.D., Samuel D. Colella, Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Ph.D., William J. Link, Ph.D., Charles M. Warden, Robin L. Praeger and Barbara N. Lubash are managing directors and/or members of VV III and share voting and dispositive power over the shares held by VSF III; however, they disclaim beneficial ownership of the shares held by such entities except to the extent of their pecuniary interests therein. Samuel D. Colella is a director of the Issuer and, accordingly, files separate Section 16 reports.
(3)	The shares are held by Versant Development Fund III, LLC ("Development III"). Brian G. Atwood, Ross A. Jaffe, M.D., Samuel D. Colella, Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Ph.D., William J. Link, Ph.D., Charles M. Warden, Robin L Praeger and Barbara N. Lubash are managing directors and/or members of VV III and share voting and investment authority over the shares held by Development III; however, they disclaim beneficial ownership of the shares held by such entities except to the extent of their pecuniary interests therein. Samuel D. Colella is a director of the Issuer and, accordingly, files separate Section 16 reports.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.