Form 4 Insys Therapeutics, Inc. For: Feb 21 Filed by: Tambi Brian

May 14, 2018 5:51 PM EDT

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

Tambi Brian

(Last)

(First)

(Middle)

C/O INSYS THERAPEUTICS, INC.

1333 SOUTH SPECTRUM BLVD, SUITE 100

(Street)

CHANDLER

85286

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Insys Therapeutics, Inc. [ INSY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2018

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/21/2018		A		4,000	A	$ 0	4,000	D
Common Stock	05/10/2018		M		33,654	A	$ 0.61	37,654	D
Common Stock	05/10/2018		M		68,850	A	$ 1.62	106,504	D
Common Stock	05/10/2018		M		60,000	A	$ 3.63	166,504	D
Common Stock	05/10/2018		S		166,504	D	$ 6.41 ⁽¹⁾	0	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	02/21/2018		D			4,000	⁽³⁾	⁽³⁾	Common Stock	4,000	$ 0	0	D
Stock Option (right to buy)	$ 0.61 ⁽⁴⁾	05/10/2018		M			33,654	⁽⁵⁾	02/21/2020	Common Stock	33,654	$ 0	0	D
Stock Option (right to buy)	$ 1.62 ⁽⁴⁾	05/10/2018		M			68,850	⁽⁵⁾	03/28/2021	Common Stock	68,850	$ 0	0	D
Stock Option (right to buy)	$ 3.63 ⁽⁴⁾	05/10/2018		M			60,000	⁽⁵⁾	05/13/2023	Common Stock	60,000	$ 0	0	D

Explanation of Responses:

1. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.28 to $6.61 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

3. The restricted stock units ("RSUs") vested on the one year anniversary of the date of grant.

4. The exercise price reflects a 3-for-2 forward stock split effected by the Issuer on March 28, 2014 and a 2-for-1 forward stock split effected by the Issuer on June 5, 2015.

5. The option is fully vested and exercisable.

	/s/ Brian Tambi	05/11/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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Form 4 Insys Therapeutics, Inc. For: Feb 21 Filed by: Tambi Brian

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