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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1. Name and Address of Reporting Person *   Scale Venture Partners II, 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) 950 TOWER LANE, SUITE 700 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) FOSTER CITY, CA 94404 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A-1 Convertible Preferred Stock	  (1)	  (1)	Common Stock	1,400,000	$ (2)	D (3)	Â
Series B Convertible Preferred Stock	  (1)	  (1)	Common Stock	831,901	$ (4)	D (3)	Â
Warrant to Purchase Series B Preferred Stock	02/27/2009	02/27/2016(5)	Series B Preferred Stock	226,710	$ 1.1	D (3)	Â
Warrant to Purchase Series B Preferred Stock	05/15/2009	05/15/2016(5)	Series B Preferred Stock	127,782	$ 1.1	D (3)	Â
Warrant to Purchase Series B Preferred Stock	06/15/2009	06/15/2016(5)	Series B Preferred Stock	127,782	$ 1.1	D (3)	Â
Warrant to Purchase Series B Preferred Stock	07/15/2009	07/15/2016(5)	Series B Preferred Stock	127,782	$ 1.1	D (3)	Â
Warrant to Purchase Series B Preferred Stock	10/07/2010	12/02/2016(6)	Series B Preferred Stock	528,235	$ 1.1	D (3)	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Scale Venture Partners II, LP 950 TOWER LANE, SUITE 700 FOSTER CITY, CA 94404	Â	  X	Â	Â
Scale Venture Management II, LLC 950 TOWER LANE, SUITE 700 FOSTER CITY, CA 94404	Â	  X	Â	Â
Brooks Mark J 450 TOWER LANE, SUITE 700 FOSTER CITY, CA 94404	Â	  X	Â	Â
MITCHELL KATE 950 TOWER LANE SUITE 700 FOSTER CITY, CA 94404	Â	  X	Â	Â
O'Driscoll Rory 450 TOWER LANE, SUITE 700 FOSTER CITY, CA 94404	Â	  X	Â	Â
Wienbar Sharon L 450 TOWER LANE, SUITE 700 FOSTER CITY, CA 94404	Â	  X	Â	Â

Signatures

By: Scale Venture Management II, LLC, its General Partner, by: Louis Bock, Managing Member, /s/ Louis Bock		11/22/2010
**Signature of Reporting Person		Date
By: Louis Bock, Managing Member, /s/ Louis C. Bock		11/22/2010
**Signature of Reporting Person		Date
/s/ Mark Brooks		11/22/2010
**Signature of Reporting Person		Date
/s/ Kate Mitchell		11/22/2010
**Signature of Reporting Person		Date
/s/ Rory O'Driscoll		11/22/2010
**Signature of Reporting Person		Date
/s/ Sharon Wienbar		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)	These securities are preferred stock of the Issuer and do not have an expiration date. The securities are convertible at any time at the election of the holder and will automatically convert into shares of common stock in connection with the Issuer's initial public offering.
(2)	Each share of Series A Convertible Stock is convertible into 0.1 shares of common stock.
(3)	The securities are held by Scale Venture Partners II, LP ("Scale Partners"). The General Partner of Scale Partners is Scale Venture Management II, LLC ("Scale Management"). Louis Bock, Mark Brooks, Kate Mitchell, Rory O'Driscoll and Sharon Wienbar are managing members of Scale Management and share voting and investment power with respect to these securities. Each of the managing members of Scale Management disclaims beneficial ownership with respect to these securities except to the extent of his or her respective proportionate pecuniary interst therein.
(4)	Each share of Series B Convertible Stock is convertible into 0.1 shares of common stock.
(5)	These warrants shall terminate unless exercised prior to the closing of the Issuer's initial public offering or the occurence of other specified corporate transactions.
(6)	This warrant shall terminate and expire unless exercised prior to an initial public offering of the Issuer's common stock with a specified price per share that occurs on or before December 31, 2010, or upon the occurence of other specified corporate transactions.

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