Michael P. Smith - Mar 7, 2022 Form 4 Insider Report for ZOGENIX, INC. (ZGNX)

Role: EVP, CFO & Treasurer
Signature: /s/ Michael P. Smith
Stock symbol: ZGNX
Transactions as of: Mar 7, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/9/2022, 06:19 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZGNX	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction		-8.02K	-100%		0	Mar 7, 2022	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ZGNX	Stock Option (Right to Buy)	Disposed to Issuer		-67.5K	-100%		0	Mar 7, 2022	Common Stock	67.5K	$10.35	Direct	F3, F4
transaction	ZGNX	Stock Option (Right to Buy)	Disposed to Issuer		-39K	-100%		0	Mar 7, 2022	Common Stock	39K	$27.36	Direct	F3, F4
transaction	ZGNX	Stock Option (Right to Buy)	Disposed to Issuer		-25K	-100%		0	Mar 7, 2022	Common Stock	25K	$18.76	Direct	F3, F4
transaction	ZGNX	Restricted Stock Units	Disposed to Issuer		-35.5K	-100%		0	Mar 7, 2022	Common Stock	35.5K		Direct	F3, F4, F5, F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael P. Smith is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Includes 993 Shares (as defined below) acquired under the Issuer's Employee Stock Purchase Plan since the last filing by the Reporting Person.
F2	This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated January 18, 2022, (the "Merger Agreement"), among UCB S.A., a societe anonyme formed under the laws of Belgium ("Parent"), Zinc Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Purchaser") and the Issuer, pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of March 7, 2022 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was canceled and converted into the right to receive $26.00 in cash (the "Cash Amount") plus a contingent value right ("CVR"), which CVR represents the right to receive a contingent payment of $2.00 which amount will become payable, if at all, if a specified milestone is achieved on or prior to December 31, 2023.
F3	Upon the terms and subject to the conditions set forth in the Merger Agreement, (a) each outstanding option to purchase Shares (each, a "Company Option") with an exercise price less than $26.00 (each, an "In the Money Option"), was canceled and converted into the right to receive an amount in cash equal to, subject to applicable tax withholding, the product of (i) the excess, if any of the Cash Amount over the exercise price per Share underlying such In the Money Option, multiplied by (ii) the total number of Shares subject to such In the Money Options and one CVR; (b) each Company Option with an exercise price equal to or greater than $26.00 but less than $28.00 (each, an "Out of the Money Option"),
F4	(Continued from Footnote 3) was canceled and converted into the right to receive, subject to the terms of the Merger Agreement, if and when (and only if and when) payments in respect of CVRs are required to be made, $28.00 in cash (less the applicable exercise price per Share subject to such Out of the Money Option); (c) each Company Option with an exercise price equal to or greater than $28.00, was canceled for no consideration.
F5	Each restricted stock unit represents a contingent right to receive one Share.
F6	Not applicable.
F7	Pursuant to the terms of the Merger Agreement, each restricted stock unit (including performance stock units) was canceled and converted into the right to receive an amount in cash equal to (i) the product of (A) the total number of Shares subject to (or deliverable under) such restricted stock unit (with any performance conditions deemed achieved at maximum levels with respect to any performance stock unit) multiplied by (B) the Cash Amount, and (ii) one CVR with respect to each Share subject to such restricted stock unit.