SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GORDON CARL L

(Last)

(First)

(Middle)

C/O ORBIMED ADVISORS LLC

767 THIRD AVENUE, 30TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Pacira Pharmaceuticals, Inc. [ PCRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/08/2011		C		1,473,645⁽¹⁾⁽⁵⁾	A	⁽²⁾	1,566,625	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	02/08/2011		C		14,035⁽¹⁾⁽⁶⁾	A	⁽²⁾	1,580,660	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	02/08/2011		C		705,845⁽⁵⁾⁽⁷⁾	A	$13.44	2,286,505	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	02/08/2011		C		6,722⁽⁶⁾⁽⁷⁾	A	$13.44	2,293,227	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	02/08/2011		P⁽⁸⁾		265,331⁽⁵⁾⁽⁹⁾	A	$7	2,558,558	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	02/08/2011		P⁽⁸⁾		2,526⁽⁶⁾⁽⁹⁾	A	$7	2,561,084	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	02/08/2011		P		265,330⁽⁵⁾	A	$7	2,826,414	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	02/08/2011		P		2,527⁽⁶⁾	A	$7	2,828,941	I	See footnotes⁽³⁾⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽²⁾	02/08/2011		C			1,473,645	⁽²⁾	⁽²⁾	Common Stock	1,473,645	$0	0	I	See footnote⁽¹⁰⁾
Series A Convertible Preferred Stock	⁽²⁾	02/08/2011		C			14,035	⁽²⁾	⁽²⁾	Common Stock	14,035	$0	0	I	See footnote⁽¹⁰⁾
Convertible Promissory Notes	$13.44	02/08/2011		C			705,845	⁽⁷⁾	⁽⁷⁾	Common Stock	705,845	$0	0	I	See footnote⁽¹⁰⁾
Convertible Promissory Notes	$13.44	02/08/2011		C			6,722	⁽⁷⁾	⁽⁷⁾	Common Stock	6,722	$0	0	I	See footnote⁽¹⁰⁾

Explanation of Responses:

1. Represents shares of Common Stock acquired upon the automatic conversion of Series A convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock.

2. The Series A convertible preferred stock did not have an expiration date. The Series A convertible preferred stock automatically converted into shares of Common Stock at an effective conversion ratio of one-to-one upon the closing of the Issuer's initial public offering of Common Stock.

3. The reporting person is affiliated with OrbiMed Private Investments III, LP ("OPI") and OrbiMed Associates III, LP ("Associates"), which hold the securities reported herein. OrbiMed Capital GP III LLC ("Capital") is the sole general partner of OPI. OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of Capital and the sole general partner of Associates. Samuel D. Isaly ("Isaly"), a natural person, is the managing member of, and holder of a controlling interest in, Advisors. OPI and Associates have designated a representative, currently the reporting person, a member of Advisors, to serve on the Issuer's board of directors.

4. The reporting person does not have sole voting or investment power over the securities held by OPI and Associates. However, the reporting person may be deemed to have beneficial ownership of these securities by virtue of his affiliation with Advisors. The reporting person 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 his pecuniary interest therein, if any. This report on Form 4 shall not be deemed an admission that the reporting person is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.

5. These securities are beneficially owned by OPI.

6. These securities are beneficially owned by Associates.

7. Represents shares of Common Stock acquired upon the automatic conversion of all principal and accrued interest due on convertible promissory notes upon the closing of the Issuer's initial public offering of Common Stock at an effective conversion price of approximately $13.44.

8. These shares of Common Stock were acquired upon the conversion of convertible promissory notes exempt from the definition of a derivative security because the conversion price of such securities did not become fixed until their automatic conversion at the time of the closing of the Issuer's initial public offering of Common Stock.

9. Represents shares of Common Stock acquired upon the conversion of convertible promissory notes issued in December 2010. The outstanding principal amount and accrued but unpaid interest therein was automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering of Common Stock at an effective conversion price of $7.00, which represents the initial public offering price per share of the Common Stock sold by the Issuer.

10. These derivative securities are no longer beneficially owned.

	/s/ Carl L. Gordon	02/10/2011
	** 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 4 (b)(v).
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