Statement of Changes in Beneficial Ownership (4)

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

OMB APPROVAL

OMB Number:

3235-0287

Estimated average burden
hours per response...

0.5

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 * Bailey Jeffrey Allen	2. Issuer Name and Ticker or Trading Symbol BIODELIVERY SCIENCES INTERNATIONAL INC [ BDSI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Executive Officer
(Last)          (First)          (Middle) 4131 PARKLAKE AVE., SUITE 225	3. Date of Earliest Transaction (MM/DD/YYYY) 5/10/2020
(Street) RALEIGH, NC 27612 (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

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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		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 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 Options (right to buy)	$4.23 (1)	5/10/2020		A		160000		(2)	5/9/2030	Common Stock	160000.0	$0	160000	D
Restricted Stock Units	(3)	5/10/2020		A		40000		(3)	5/10/2022	Common Stock	40000.0	$0 (3)	40000	D

Explanation of Responses:
(1)	The exercise price of the stock options issued to the Reporting Person is the volume-weighted average price of the Company's common stock for the 30-day period preceding May 10, 2020.
(2)	The Performance-based stock options were issued to the Reporting Person on May 10, 2020, pursuant to a grant under the Issuer's 2019 Stock Option Incentive Plan, as amended (the "Plan") and vests as follows: i) Up to 50% of the performance-based options will vest following the Board's year-end review of the Reporting Person's performance as CEO in 2020 and ii) up to 50% of the performance-based options will vest subject to the Board's determination of the Reporting Person's satisfactory performance during such CEO's first six months.
(3)	The Restricted Stock Units ("RSUs") were issued to the Reporting Person on May 10, 2020, pursuant to a grant under the Plan. The award is subject to time-based vesting and will vest in equal portions on: (i) May 10, 2021; and (ii) May 10, 2022.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Bailey Jeffrey Allen 4131 PARKLAKE AVE. SUITE 225 RALEIGH, NC 27612	X		Chief Executive Officer

Signatures
Jeffrey A Bailey		5/12/2020
**Signature of Reporting Person		Date