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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/24/2006 |
3. Issuer Name and Ticker or Trading Symbol
CADENCE PHARMACEUTICALS INC [ CADX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 435,000(1) | I | By Garner Investments, LLC(2) |
Common Stock | 538,435(3) | I | By Garner Family Trust(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Series A-1 Preferred Stock(5) | (6) | (7) | Common Stock | 26,595(8) | (9) | I | By Garner Investments, LLC(2) |
Series A-3 Preferred Stock(5) | (6) | (7) | Common Stock | 25,000(8) | (9) | I | By Garner Investments, LLC(2) |
Explanation of Responses: |
1. 17,500 of these shares are subject to the Company's right to repurchase as of the date of this report, of which approximately 2,188 shares vest and are no longer subject to the Company's right to repurchase on the first day of each fiscal quarter until 07/01/2008. |
2. Mr. Garner is the managing member of Garner Investments, LLC |
3. 535,935 of these shares are subject to the Company's right to repurchase as of the date of this report. 85,125 shares vest and are no longer subject to the Company's right to repurchase on 12/30/2006, and approximately 7,094 shares vest and are no longer subject to the Company's right to repurchase on the 1st of each month thereafter until 12/01/2009. 48,858 shares vest and are no longer subject to the Company's right to repurchase on 02/22/2007, and approximately 4,072 vest and are no longer subject to the Company's right to repurchase on the 1st of each month thereafter until 2/01/2010. |
4. Mr. Garner is the trustee of this trust. |
5. These securities will automatically convert into Common Stock upon the closing of Cadence Pharmaceuticals, Inc.'s initial public offering. |
6. Immediately convertible. |
7. Not applicable. |
8. Reflects a 1-for-4 reverse stock split, pursuant to which each share of Preferred Stock became convertible into 1/4 of a share of Common Stock. |
9. 4-for-1. |
Remarks: |
/s/ Jennifer M. Repine, Attorney-in-fact | 10/24/2006 | |
** 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 5 (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. |