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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DOVEY BRIAN H
  2. Issuer Name and Ticker or Trading Symbol
ZOGENIX, INC. [ZGNX]
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)
C/O DOMAIN ASSOCIATES, LLC, ONE PALMER SQUARE
3. Date of Earliest Transaction (Month/Day/Year)
11/29/2010
(Street)

PRINCETON, NJ 08542
4. If Amendment, Date 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
(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)
Code V Amount (A) or (D) Price
Common Stock 11/29/2010   C   2,064,781 A (1) 2,064,781 I By Domain Partners VII, L.P. (3)
Common Stock 11/29/2010   C   1,232,861 A (1) 3,297,642 I By Domain Partners VII, L.P. (3)
Common Stock 11/29/2010   C   873,800 A (2) 4,171,442 I By Domain Partners VII, L.P. (3)
Common Stock 11/29/2010   P   2,310,589 A $ 4 6,482,031 I By Domain Partners VII, L.P. (3)
Common Stock 11/29/2010   C   35,215 A (1) 35,215 I By DP VII Associates, L.P. (3)
Common Stock 11/29/2010   C   21,027 A (1) 56,242 I By DP VII Associates, L.P. (3)
Common Stock 11/29/2010   C   14,903 A (2) 71,145 I By DP VII Associates, L.P. (3)
Common Stock 11/29/2010   P   39,410 A $ 4 110,555 I By DP VII Associates, L.P. (3)
Common Stock 11/29/2010   C   9,894 A (1) 9,894 I By Domain Partners VI, L.P. (3)
Common Stock 11/29/2010   C   106 A (1) 106 I By DP VI Associates, L.P. (3)

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 Preferred Stock (1) 11/29/2010   C     2,064,781   (1)   (1) Common Stock 2,064,781 $ 0 0 I By Domain Partners VII, L.P. (3)
Series B Preferred Stock (1) 11/29/2010   C     1,232,861   (1)   (1) Common Stock 1,232,861 $ 0 0 I By Domain Partners VII, L.P. (3)
Convertible Promissory Notes (2) 11/29/2010   C     873,800   (1)   (1) Common Stock 873,800 $ 0 0 I By Domain Partners VII, L.P. (3)
Series A-1 Preferred Stock (1) 11/29/2010   C     35,215   (1)   (1) Common Stock 35,215 $ 0 0 I By DP VII Associates, L.P. (3)
Series B Preferred Stock (1) 11/29/2010   C     21,027   (1)   (1) Common Stock 21,027 $ 0 0 I By DP VII Associates, L.P. (3)
Convertible Promissory Notes (2) 11/29/2010   C     14,903   (1)   (1) Common Stock 14,903 $ 0 0 I By DP VII Associates, L.P. (3)
Series A-1 Preferred Stock (1) 11/29/2010   C     9,894   (1)   (1) Common Stock 9,894 $ 0 0 I By Domain Partners VI, L.P. (3)
Series A-1 Preferred Stock (1) 11/29/2010   C     106   (1)   (1) Common Stock 106 $ 0 0 I By DP VI Associates, L.P. (3)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DOVEY BRIAN H
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ 08542
    X    

Signatures

 /s/Kathleen K. Schoemaker, Attorney-in-Fact   12/01/2010
**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) All outstanding shares of the Issuer's preferred stock were automatically converted 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 through the closing of the IPO, automatically converted into Common Stock upon the closing of the IPO, based on the IPO price of $4.00 per share.
(3) The Reporting Person also indirectly beneficially owns 11,000 shares of Common Stock held by Domain Associates, LLC. The Reporting Person is a Managing Member of (i) One Palmer Square Associates VII, LLC, which is the sole general partner of Domain Partners VII, L.P. and DP VII Associates, L.P., (ii) One Palmer Square Associates VI, LLC, which is the sole general partner of Domain Partners VI, L.P. and DP VI Associates, L.P., and (iii) Domain Associates, LLC. Pursuant to Instruction (4)(b)(iv) of Form 4, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by each such entity. The Reporting Person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her.

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