Edgar Filing: DP VII ASSOCIATES LP

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 ^*

Â DP VII ASSOCIATES LP

2. Date of Event Requiring Statement (Month/Day/Year)
11/22/2010

3. Issuer Name and Ticker or Trading Symbol
ZOGENIX, INC. [ZGNX]

(Last)

(First)

(Middle)

C/O DOMAIN ASSOCIATES, LLC,Â ONE PALMER SQUARE

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

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

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

(Street)

PRINCETON,Â NJÂ 08542

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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	35,215 ⁽⁵⁾	$ ⁽¹⁾	D	Â
Series B Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	21,027 ⁽⁵⁾	$ ⁽¹⁾	D	Â
Convertible Promissory Notes	Â ⁽²⁾	Â ⁽²⁾	Common Stock	14,903 ⁽³⁾ ⁽⁵⁾	$ ⁽²⁾	D	Â
Warrants	Â ⁽⁴⁾	Â ⁽⁴⁾	Series B Preferred Stock ⁽¹⁾	2,874 ⁽⁴⁾ ⁽⁵⁾	$ 11	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DP VII ASSOCIATES LP C/O DOMAIN ASSOCIATES, LLC ONE PALMER SQUARE PRINCETON,Â NJÂ 08542	Â	Â X	Â	Â

Signatures

/s/ Kathleen K. Schoemaker, Managing Member of One Palmer Square Associates VII, LLC, General Partner of DP VII Associates, L.P.		11/22/2010
^**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)	All outstanding shares of the Issuer's preferred stock will automatically convert into Common Stock upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration.
(2)	All Convertible Promissory Notes, plus interest accrued thereon, will automatically convert into Common Stock upon the closing of the IPO, at the IPO price.
(3)	Assumes IPO price of $4.00 per share of Common Stock and IPO closing on or about November 29, 2010.
(4)	Warrants are fully exercisable and will expire if not exercised in the IPO. If exercised upon closing of the IPO the Warrants will be net exercised, and therefore the number of shares of Common Stock issued to the Reporting Person will be adjusted in accordance with such net exercise.
(5)	Share numbers reflect the 1-for-10 reverse split of the Common Stock effective immediately prior to the IPO.

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