Form of Registrant's Common Stock Certificate



  
 Exhibit 4.1


 

 

  
 ZOGENIX, INc.

 COMMON STOCK 
 PAR VALUE $0.001 PER SHARE 
 ZOGENIX, INc.

 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 

SEE REVERSE SIDE FOR DEFINITIONS AND RESTRICTIONS 
 CUSIP 98978L 10 5 
 THIS CERTIFIES THAT 

IS THE RECORD HOLDER OF 
 FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF 
 ZOGENIx, INC. 
 transferable only on the books of
Zogenix, Inc. (the “Corporation”) by the holder hereof in person or by a duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and registered
by the Registrar. 
 IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed by the
facsimile signatures of its duly authorized officers. 
 DATED: 

SECRETARY 
 PRESIDENT 
 COUNTERSIGNED AND REGISTERED:

 AMERICAN STOCK TRANSFER TRUST& COMPANY, LLC 

(New York, NY) 
 TRANSFER AGENT AND REGISTRAR BY: 
 AUTHORIZED
SIGNATURE 







  

 

 

  
 zogenix, inc.

 The Corporation is authorized to issue more than one class of stock. The Corporation shall furnish without
charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Such requests shall be made to the Corporation’s Secretary at the principal office of the Corporation. 
 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or
regulations: 
 TEN COM — as tenants in common UNIF GIFT MIN ACT — Custodian TEN ENT — as tenants
by the entireties (Cust) (Minor) JT TEN — as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act in common (State) 
 Additional abbreviations may also be used though not in the above list. 
 FOR VALUE RECEIVED, hereby sell(s), assign(s) and transfer(s) unto 
 PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE) 
 Shares 
 of the common stock represented by the
within Certificate, and do(es) hereby irrevocably constitute and appoint 
 Attorney 

to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

 Dated 
 X 
 X THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE 
 NOTICE: FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE 
 Signatures Guaranteed WHATEVER. 

By THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. 
 KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.