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 *
DRISCOLL FREDERICK W
   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 Financial Officer
(Last)
(First)
(Middle)
C/O FLEXION THERAPEUTICS, INC., 10 MALL ROAD, SUITE 301		 3. Date of Earliest Transaction (Month/Day/Year)
01/04/2016
(Street)

BURLINGTON, MA 01803		 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Stock option (right to buy) $ 18.2 01/04/2016   A   40,000     (1) 01/03/2026 Common Stock 40,000 $ 0 40,000 D  
Restricted Stock Unit Award $ 0 01/04/2016   A   25,650 (2)     (3) 07/01/2018 Common Stock 25,650 $ 0 25,650 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DRISCOLL FREDERICK W
C/O FLEXION THERAPEUTICS, INC.
10 MALL ROAD, SUITE 301
BURLINGTON, MA 01803		       Chief Financial Officer  

Signatures

 /s/ Jonathan H. Mahlowitz, Attorney-in-Fact   01/06/2016
**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) Twenty-five percent (25%) of the shares subject to the option shall vest one year after January 04, 2016; thereafter one-forty-eighth (1/48th) of the shares subject to the option shall vest each month following the one year anniversary of January 04, 2016, so that all of the shares subject to the option shall be vested four (4) years after January 04, 2016.
(2) Represents the maximum number of shares deliverable under the restricted stock unit award.
(3) The amount and vesting of the shares under the restricted stock unit award is based on the satisfaction of certain performance conditions that were established at the time of the Compensation Committee's approval of the restricted stock unit award on December 17, 2015. One-third (1/3) of the shares under the restricted stock unit award will vest on each of the date the Board or Compensation Committee certifies the achievement of the performance conditions and the first and second anniversaries of such date.

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