SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Boxer Capital, LLC (Last) (First) (Middle) 440 STEVENS AVE, SUITE 100 (Street) SOLANA BEACH CA 92075 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/20/2013	3. Issuer Name and Ticker or Trading Symbol ARADIGM CORP [ ARDM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	51,512,735(1)(2)	D
Common Stock	51,512,735(3)	I	By Boxer Capital
Common Stock	2,890,625(4)	D
Common Stock	450,300(5)	D
Common Stock	2,664,254(6)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Boxer Capital, LLC (Last) (First) (Middle) 440 STEVENS AVE, SUITE 100 (Street) SOLANA BEACH CA 92075 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Boxer Asset Management Inc. (Last) (First) (Middle) C/O CAY HOUSE P.O. BOX N-7776 E.P. TAYLOR DRIVE LYFORD CAY (Street) NEW PROVIDENCE C5 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MVA Investors, LLC (Last) (First) (Middle) 440 STEVENS AVE, SUITE 100 (Street) SOLANA BEACH CA 92075 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Davis Aaron I. (Last) (First) (Middle) 440 STEVENS AVE, SUITE 100 (Street) SOLANA BEACH CA 92075 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LIEBERBURG IVAN M (Last) (First) (Middle) 440 STEVENS AVE, SUITE 100 (Street) SOLANA BEACH CA 92075 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LEWIS JOSEPH (Last) (First) (Middle) C/O CAY HOUSE P.O. BOX N-7776 E.P. TAYLOR DRIVE LYFORD CAY (Street) NEW PROVIDENCE C5 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These securities are owned directly by Boxer Capital, LLC ("Boxer Capital"), which may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, consisting of (i) Boxer Capital, (ii) Boxer Asset Management Inc. ("Boxer Management"), (iii) MVA Investors, LLC ("MVA Investors"), (iv) Aaron Davis, (v) Ivan Lieberburg and (vi) Joseph Lewis (the "Boxer Group"). By virtue of separate voting agreements, dated as of May 20, 2013, entered into by certain members of the Boxer Group with Grifols, S.A., each of the members of the Boxer Group, may also be deemed to be a member of a separate Section 13(d) "group" (the "Grifols Group") which includes the following additional entities: (i) First Eagle Value in Biotechnology Master Fund, Ltd (and certain of its affiliates) and (ii) Laurence Lytton. (Continued to footnote 2)

2. The Grifols Group holds collectively over 10% of the outstanding equity securities of the Issuer. This is a joint report by the six members of the Boxer Group that are also a member of the Grifols Group. Each member of the Boxer Group other than Boxer Capital disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.

3. These securities are owned indirectly by Boxer Management and Joseph Lewis, by virtue of their ownership of Boxer Capital.

4. These securities are owned directly and solely by MVA Investors. MVA Investors has sole voting and dispositive power with respect to these securities. Each member of the Boxer Group other than MVA Investors disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.

5. These securities are owned directly and solely by Aaron Davis. Mr. Davis has sole voting and dispositive power with respect to these securities. Each member of the Boxer Group other than Mr. Davis disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.

6. These securities are owned directly and solely by Ivan Lieberburg. Mr. Lieberburg has sole voting and dispositive power with respect to these securities. Each member of the Boxer Group other than Mr. Lieberburg disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.

	/s/ Aaron Davis	05/30/2013
	/s/ Jefferson Voss	05/30/2013
	/s/ Christopher Fuglesang	05/30/2013
	/s/ Aaron Davis	05/30/2013
	/s/ Ivan Lieberburg	05/30/2013
	/s/ Joseph C. Lewis	05/30/2013
	** Signature of Reporting Person	Date
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