Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  COLELLA SAMUEL D
2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2014
3. Issuer Name and Ticker or Trading Symbol
Flexion Therapeutics Inc [FLXN]
(Last)
(First)
(Middle)
C/O FLEXION THERAPEUTICS, INC., 10 MALL ROAD, SUITE 301
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BURLINGTON, MA 01803
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 105,780
I
By entities affiliated with Versant Ventures (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock   (2)   (2) Common Stock 2,405,429 (3) $ 0 (2) I By entities affiliated with Versant Ventures (2)
Series B Preferred Stock   (4)   (4) Common Stock 387,906 (3) $ 0 (4) I By entities affiliated with Versant Ventures (4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COLELLA SAMUEL D
C/O FLEXION THERAPEUTICS, INC.
10 MALL ROAD, SUITE 301
BURLINGTON, MA 01803
  X   X    

Signatures

/s/ Lisa Davison, Attorney-in-Fact 02/11/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Shares held as follows: 73,367 by Versant Venture Capital III, L.P., 433 by Versant Side Fund III, L.P. and 31,980 by Versant Development Fund III, LLC. The Reporting Person shares voting and investment power with respect to the shares held by Versant Venture Capital III, L.P. and Versant Side Fund III, L.P. and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(2) The shares of Series A Preferred Stock have no expiration date and are convertible at any time at the election of the holder without payment of further consideration. Each share of Series A Preferred Stock will automatically convert on a 1-for-8.13 basis into shares of Common Stock upon the closing of the Issuer's initial public offering. Upon conversion the shares are held as follows: 2,036,697 by Versant Venture Capital III, L.P., 12,029 by Versant Side Fund III, L.P. and 356,703 by Versant Development Fund III, LLC. The Reporting Person shares voting and investment power with respect to the shares held by Versant Venture Capital III, L.P. and Versant Side Fund III, L.P. and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(3) Share numbers assume or give effect to the 1-for-8.13 reverse stock split of the Issuer's Common Stock effected on January 27, 2014, which will be effective for the Preferred Stock upon its conversion to Common Stock immediately prior to the closing of the Issuer's initial public offering.
(4) The shares of Series B Preferred Stock have no expiration date and are convertible at any time at the election of the holder without payment of further consideration. Each share of Series B Preferred Stock will automatically convert on a 1-for-8.13 basis into shares of Common Stock upon the closing of the Issuer's initial public offering. Upon conversion the shares are held as follows: 385,629 by Versant Venture Capital III, L.P. and 2,277 by Versant Side Fund III, L.P. The Reporting Person shares voting and investment power with respect to the shares held by Versant Venture Capital III, L.P. and Versant Side Fund III, L.P. and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

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