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 *
  FARR STEPHEN J
 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 ZOGENIX, INC., 12671 HIGH BLUFF DR., SUITE 200		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and COO
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN DIEGO, CA 92130		 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 300,000
D
 

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
Employee Stock Option (right to buy)   (1) 10/20/2018 Common Stock 7,500 $ 3.5 D  
Employee Stock Option (right to buy)   (2) 08/31/2019 Common Stock 42,500 $ 2.5 D  
Employee Stock Option (right to buy)   (3) 05/24/2020 Common Stock 100,000 $ 4 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FARR STEPHEN J
C/O ZOGENIX, INC.
12671 HIGH BLUFF DR., SUITE 200
SAN DIEGO, CA 92130		   X     President and COO  

Signatures

/s/ Trisha Millican, Attorney-in-fact 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) The Option was granted on October 21, 2008 and 1/4 of the total number of shares of common stock subject to the option vested on October 21, 2009, and 1/48th of the total remaining number of shares of common stock subject to the option vest monthly thereafter, subject to the Reporting Person's continued employment or service relationship on each such vesting date.
(2) The Option was granted on September 1, 2009 and vests in a series of twenty-four (24) successive, equal monthly installments beginning on the date of grant, subject to the Reporting Person's continued employment or service relationship on each such vesting date.
(3) The Option was granted on May 25, 2010 and 1/4 of the total number of shares of common stock subject to the option vest on May 25, 2011, and 1/48th of the total remaining number of shares of common stock subject to the option vest monthly thereafter, subject to the Reporting Person's continued employment or service relationship on each such vesting date.

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