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 * Watson W. Mark	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 _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O BIODELIVERY SCIENCES INTL, INC., 4131 PARKLAKE AVE. SUITE 225	3. Date of Earliest Transaction (MM/DD/YYYY) 1/27/2022
(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
Common Stock	1/27/2022		M		7684	A	$0 (1)	90663	D

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)	$3.66 (2)	1/27/2022		A (3)		85760		(3)	1/26/2032	Common Stock	85760.0	$3.66	85760	D
Restricted Stock Units	$0.0	1/27/2022		A (1)		15369		(1)	1/27/2023	Common Stock	15369.0	$0	15369	D
Restricted Stock Units	$0.0	1/27/2022		M			7684	(1)	1/27/2023	Common Stock	7684.0	$0	7685	D

Explanation of Responses:
(1)	The Restricted Stock Units ("RSUs") were issued to the Reporting Person on January 27, 2022, as compensation for service on the Issuer's board of directors, pursuant to a grant under the Issuer's 2019 Stock Option Incentive Plan ("the Plan"). The award is subject to time-based vesting and vests in equal portions on: (i) January 27, 2022; and (ii) January 27, 2023.
(2)	The exercise price of the stock options issued to the Reporting Person is equal to the closing price of the Issuer's common stock on January 27, 2022.
(3)	The stock options were issued to the Reporting Person on January 27, 2022, as compensation for service on the Issuer's board of directors, pursuant to a grant under the Plan. The award is subject to time-based vesting and vests in equal portions on: (i) January 27, 2022; and (ii) January 27, 2023.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Watson W. Mark C/O BIODELIVERY SCIENCES INTL, INC. 4131 PARKLAKE AVE. SUITE 225 RALEIGH, NC 27612	X

Signatures
/s/ William Mark Watson		1/31/2022
**Signature of Reporting Person		Date