0001104659-12-014732.txt : 20120229 0001104659-12-014732.hdr.sgml : 20120229 20120229215230 ACCESSION NUMBER: 0001104659-12-014732 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120227 FILED AS OF DATE: 20120229 DATE AS OF CHANGE: 20120229 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Pacira Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001396814 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5 SYLVAN WAY STREET 2: SUITE 100 CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-254-3560 MAIL ADDRESS: STREET 1: 5 SYLVAN WAY STREET 2: SUITE 100 CITY: PARSIPPANY STATE: NJ ZIP: 07054 FORMER COMPANY: FORMER CONFORMED NAME: PACIRA INC DATE OF NAME CHANGE: 20080318 FORMER COMPANY: FORMER CONFORMED NAME: Blue Acquisition Corp DATE OF NAME CHANGE: 20070418 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ISALY SAMUEL D CENTRAL INDEX KEY: 0001055949 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35060 FILM NUMBER: 12655448 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC CENTRAL INDEX KEY: 0001055951 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35060 FILM NUMBER: 12655447 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OrbiMed Capital GP III LLC CENTRAL INDEX KEY: 0001432241 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35060 FILM NUMBER: 12655446 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-749-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 a4.xml 4 X0304 4 2012-02-27 0 0001396814 Pacira Pharmaceuticals, Inc. PCRX 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 0 0 1 0 0001432241 OrbiMed Capital GP III LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 0 0 1 0 0001055949 ISALY SAMUEL D 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2012-02-27 4 S 0 28700 11.0472 D 2559500 I See footnotes Common Stock 2012-02-27 4 S 0 300 11.0472 D 2559200 I See footnotes Common Stock 2012-02-28 4 S 0 10000 11.1204 D 2549200 I See footnotes Common Stock 2012-02-28 4 S 0 100 11.1204 D 2549100 I See footnotes Common Stock 2012-02-29 4 S 0 3000 10.8614 D 2546100 I See footnotes The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.93 to $11.20, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission, full information regarding the shares sold at each separate price within the ranges set forth in footnote (1) of this Form 4. Of the aggregate shares of Common Stock reported as beneficially owned following the reported transactions, 2,522,100 shares are held of record by OrbiMed Private Investments III, LP ("OPI") and 24,000 shares are held of record by OrbiMed Associates III, LP ("Associates"). The shares held by OPI may be deemed to be indirectly beneficially owned by OrbiMed Capital GP III LLC ("Capital"), OrbiMed Advisors LLC ("Advisors") and Samuel D. Isaly ("Isaly"), and the shares held by Associates may be deemed to be indirectly beneficially owned by Advisors and Isaly. These shares were sold by OPI. Capital is the sole general partner of OPI. Advisors, a registered advisor under the Investment Advisers Act of 1940, as amended, is the sole managing member of Capital. By virtue of such relationships, Capital and Advisors have discretionary investment management authority with respect to the assets of OPI. Such authority includes the power to vote and otherwise dispose of the securities held by OPI. Isaly, a natural person, also may be deemed to have investment and voting power over the securities held by OPI in his capacity as the managing member of, and holder of a controlling interest in, Advisors. As a result, each of Capital Advisors and Isaly may be deemed to have beneficial ownership of the securities held by OPI. These shares were sold by Associates. Advisors is the sole general partner of Associates. By virtue of such relationship, Advisors has discretionary investment management authority with respect to the assets of Associates. Such authority includes the power to vote and otherwise dispose of securities held by Associates. Isaly also may be deemed to have voting and investment power over the securities held by Associates in his capacity as the managing member of, and holder of a controlling interest in, Advisors. As a result, each of Advisors and Isaly may be deemed to have beneficial ownership of the securities held by Associates. This report on Form 4 is jointly filed by Capital, Advisors and Isaly. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that the reporting persons are beneficial owners for the purpose of Section 16 of the Exchange Act, or for any other purpose. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.00 to $11.23, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission, full information regarding the shares sold at each separate price within the ranges set forth in footnote (6) of this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.80 to $11.00, inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission, full information regarding the shares sold at each separate price within the ranges set forth in footnote (7) of this Form 4. /s/ Samuel D. Isaly 2012-02-29