FORM 4 [X] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Willwerth Christina		 2. Issuer Name and Ticker or Trading Symbol

Flexion Therapeutics Inc [ FLXN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Strategy Officer
(Last)          (First)          (Middle)

C/O FLEXION THERAPEUTICS, INC., 10 MALL ROAD, SUITE 301		 3. Date of Earliest Transaction (MM/DD/YYYY)

11/19/2021
(Street)

BURLINGTON, MA 01803
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 11/19/2021  D(1)  141241 (2)D$8.50 0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $2.52 11/19/2021  D     25830   (3)7/18/2023 Common Stock 25830  (3)0 D  
Stock Option (right to buy) $17.61 11/19/2021  D     32000   (4)3/2/2024 Common Stock 32000  (4)0 D  
Stock Option (right to buy) $22.91 11/19/2021  D     25000   (4)1/20/2025 Common Stock 25000  (4)0 D  
Stock Option (right to buy) $29.06 11/19/2021  D     5000   (4)3/18/2025 Common Stock 5000  (4)0 D  
Stock Option (right to buy) $18.20 11/19/2021  D     20000   (4)1/3/2026 Common Stock 20000  (4)0 D  
Stock Option (right to buy) $18.56 11/19/2021  D     25000   (4)12/19/2026 Common Stock 25000  (4)0 D  
Stock Option (right to buy) $22.31 11/19/2021  D     23333   (4)1/31/2028 Common Stock 23333  (4)0 D  
Stock Option (right to buy) $14.75 11/19/2021  D     18000   (4)2/28/2029 Common Stock 18000  (4)0 D  
Stock Option (right to buy) $15.78 11/19/2021  D     15500   (4)3/1/2030 Common Stock 15500  (4)0 D  
Stock Option (right to buy) $11.41 11/19/2021  D     20000   (4)2/28/2031 Common Stock 20000  (4)0 D  
Explanation of Responses:
(1) Pursuant to the Agreement and Plan of Merger, dated as of October 11, 2021, by and among Flexion Therapeutics, Inc. ("Issuer"), Pacira BioSciences, Inc. and Oyster Acquisition Company Inc. ("Purchaser") ("Merger Agreement"), on November 19, 2021, Purchaser merged with and into Issuer, with Issuer continuing as the surviving corporation ("Merger"). At the effective time of the Merger, each share of Issuer's common stock was cancelled in exchange for (i) $8.50 per share in cash ("Cash Amount"), plus (ii) one non-transferable contractual contingent value right per share, which represent the right to receive one or more contingent payments of up to $8.00 per share in the aggregate, in cash, upon the achievement of specified milestones on or prior to December 31, 2030 ("CVR Payments"). Pursuant to the Merger Agreement, these shares were tendered and disposed of at the offer acceptance time in exchange for the right to receive (i) the Cash Amount, plus (ii) any CVR Payments.
(2) At the effective time of the Merger, each outstanding restricted stock unit award ("RSU") was accelerated and became fully vested and was cancelled and converted into the right to receive (i) $8.50 per share of Issuer common stock issuable in settlement of such RSU in cash, net of any withholding taxes required to be deducted and withheld by applicable law, plus (ii) any potential CVR Payments.
(3) At the effective time of the Merger, each outstanding option with an exercise price less than $8.50 per share was accelerated and became fully vested and exercisable and was cancelled and converted into the right to receive (i) cash in an amount equal to the product of (a) the total number of shares of Issuer common stock subject to such option multiplied by (b) the excess of (x) $8.50 per share over (y) the exercise price payable per share of Issuer common stock under such option, and (ii) any potential CVR Payments, net of any withholding taxes required to be deducted and withheld by applicable legal requirements.
(4) At the effective time of the Merger, each outstanding option with an exercise price equal to, or greater than, $9.12 was cancelled without any consideration payable (whether in the form of cash or any potential CVR Payments) in respect of such cancelled option.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Willwerth Christina
C/O FLEXION THERAPEUTICS, INC.
10 MALL ROAD, SUITE 301
BURLINGTON, MA 01803

Chief Strategy Officer
Signatures
/s/ Mark S. Levine, Attorney-in-Fact11/19/2021
**Signature of Reporting PersonDate
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