SC 13G/A

0001193125-14-036589.txt : 20140205 0001193125-14-036589.hdr.sgml : 20140205 20140205141859 ACCESSION NUMBER: 0001193125-14-036589 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140205 DATE AS OF CHANGE: 20140205 GROUP MEMBERS: BAY CITY CAPITAL FUND IV CO-INVESTMENT FUND, L.P. GROUP MEMBERS: BAY CITY CAPITAL FUND IV, L.P. GROUP MEMBERS: BAY CITY CAPITAL FUND V CO-INVESTMENT FUND, L.P. GROUP MEMBERS: BAY CITY CAPITAL FUND V, L.P. GROUP MEMBERS: BAY CITY CAPITAL MANAGEMENT IV LLC GROUP MEMBERS: BAY CITY CAPITAL MANAGEMENT V LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CADENCE PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001333248 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82506 FILM NUMBER: 14575653 BUSINESS ADDRESS: STREET 1: 12481 HIGH BLUFF DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 8584361400 MAIL ADDRESS: STREET 1: 12481 HIGH BLUFF DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAY CITY CAPITAL LLC CENTRAL INDEX KEY: 0001288452 IRS NUMBER: 943272448 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 750 BATTERY STREET STE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415.676.3830 MAIL ADDRESS: STREET 1: 750 BATTERY STREET STE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: BAY CITY CAPITAL FUND LLC DATE OF NAME CHANGE: 20040423 SC 13G/A 1 d669071dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Cadence Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

12738T100

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 12738T100


1	Names of Reporting Persons. BAY CITY CAPITAL LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization DELAWARE
		5	Sole Voting Power 2,919,079 (1)
		6	Shared Voting Power
		7	Sole Dispositive Power 2,919,079 (1)
		8	Shared Dispositive Power
9	Aggregate Amount Beneficially Owned by Each Reporting Person 2,919,079 (1)
10	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11	Percent of Class Represented by Amount in Row (9) 3.4%
12	Type of Reporting Person (See Instructions) OO

(1)	Includes 486,618 shares underlying currently exercisable warrants.

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CUSIP No. 12738T100


1	Names of Reporting Persons. BAY CITY CAPITAL MANAGEMENT IV LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization DELAWARE
		5	Sole Voting Power 2,919,079 (1)
		6	Shared Voting Power
		7	Sole Dispositive Power 2,919,079 (1)
		8	Shared Dispositive Power
9	Aggregate Amount Beneficially Owned by Each Reporting Person 2,919,079 (1)
10	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11	Percent of Class Represented by Amount in Row (9) 3.4%
12	Type of Reporting Person (See Instructions) OO

(1)	Includes 486,618 shares underlying currently exercisable warrants.

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CUSIP No. 12738T100


1	Names of Reporting Persons. BAY CITY CAPITAL FUND IV, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization DELAWARE
		5	Sole Voting Power
		6	Shared Voting Power 2,919,079 (1)
		7	Sole Dispositive Power
		8	Shared Dispositive Power 2,919,079 (1)
9	Aggregate Amount Beneficially Owned by Each Reporting Person 2,919,079 (1)
10	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11	Percent of Class Represented by Amount in Row (9) 3.4%
12	Type of Reporting Person (See Instructions) PN

(1)	Includes 486,618 shares underlying currently exercisable warrants.

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CUSIP No. 12738T100


1	Names of Reporting Persons. BAY CITY CAPITAL FUND IV CO-INVESTMENT FUND, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization DELAWARE
		5	Sole Voting Power
		6	Shared Voting Power 2,919,079 (1)
		7	Sole Dispositive Power
		8	Shared Dispositive Power 2,919,079 (1)
9	Aggregate Amount Beneficially Owned by Each Reporting Person 2,919,079 (1)
10	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11	Percent of Class Represented by Amount in Row (9) 3.4%
12	Type of Reporting Person (See Instructions) PN

(1)	Includes 486,618 shares underlying currently exercisable warrants.

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CUSIP No. 12738T100


1	Names of Reporting Persons. BAY CITY CAPITAL MANAGEMENT V LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization DELAWARE
		5	Sole Voting Power 2,919,079 (1)
		6	Shared Voting Power
		7	Sole Dispositive Power 2,919,079 (1)
		8	Shared Dispositive Power
9	Aggregate Amount Beneficially Owned by Each Reporting Person 2,919,079 (1)
10	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11	Percent of Class Represented by Amount in Row (9) 3.4%
12	Type of Reporting Person (See Instructions) OO

(1)	Includes 486,618 shares underlying currently exercisable warrants.

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CUSIP No. 12738T100


1	Names of Reporting Persons. BAY CITY CAPITAL FUND V, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization DELAWARE
		5	Sole Voting Power
		6	Shared Voting Power 2,919,079 (1)
		7	Sole Dispositive Power
		8	Shared Dispositive Power 2,919,079 (1)
9	Aggregate Amount Beneficially Owned by Each Reporting Person 2,919,079 (1)
10	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11	Percent of Class Represented by Amount in Row (9) 3.4%
12	Type of Reporting Person (See Instructions) PN

(1)	Includes 486,618 shares underlying currently exercisable warrants.

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CUSIP No. 12738T100


1	Names of Reporting Persons. BAY CITY CAPITAL FUND V CO-INVESTMENT FUND, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization DELAWARE
		5	Sole Voting Power
		6	Shared Voting Power 2,919,079 (1)
		7	Sole Dispositive Power
		8	Shared Dispositive Power 2,919,079 (1)
9	Aggregate Amount Beneficially Owned by Each Reporting Person 2,919,079 (1)
10	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11	Percent of Class Represented by Amount in Row (9) 3.4%
12	Type of Reporting Person (See Instructions) PN

(1)	Includes 486,618 shares underlying currently exercisable warrants.

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Item 1

(a)	Name of Issuer:

	Cadence Pharmaceuticals, Inc.

(b)	Address of Issuer’s Principal Executive Offices:

	12481 High Bluff Drive, Suite 200, San Diego, CA 92130

Item 2

(a)	Name of Person Filing:

	Bay City Capital LLC, a Delaware limited liability company (“BCC”), is the manager of Bay City Capital Management IV LLC, a Delaware limited liability company (“Management IV”) and Bay City Capital Management V LLC, a Delaware limited liability company (“Management V”). Management IV is the general partner of Bay City Capital Fund IV, L.P., a Delaware limited partnership (“Fund IV”), and Bay City Capital Fund IV Co-Investment Fund, L.P., a Delaware limited partnership (“Co-Investment IV”). Management V is the general partner of Bay City Capital Fund V, L.P., a Delaware limited partnership (“Fund V”), and Bay City Capital Fund V Co-Investment Fund, L.P., a Delaware limited partnership (“Co-Investment V” and together with BCC, Management IV, Management V, Fund IV, Co-Investment IV and Fund V, the “Reporting Persons”). BCC is also an advisor to Fund IV, Co-Investment IV, Fund V and Co-Investment V.

	BCC hereby files this Amendment No. 4 to its statement on Schedule 13G (the “Amendment”) on behalf of the Reporting Persons pursuant to the Agreement With Respect To Schedule 13G attached to its original statement as Exhibit 7.1, filed with the Securities and Exchange Commission on February 20, 2009.

(b)	Address of Principal Business Office or, if none, Residence:

	750 Battery Street, Suite 400, San Francisco, California, 94111

(c)	Citizenship:

	Delaware

(d)	Title of Class of Securities:

	Common Stock, $0.0001 par value

(e)	CUSIP Number:

	12738T100

Item 3. If this statement is filed pursuant to Rule 13d-1(b), 13d-2(b) or 13d-2(c), check whether the person filing is a:

(a)	¨	Brokeror dealer registered under Section 15 of the Exchange Act;

(b)	¨	Bankas defined in section 3(a)(6) of the Exchange Act;

(c)	¨	Insurancecompany as defined in section 3(a)(19) of the Exchange Act;

(d)	¨	Investmentcompany registered under section 8 of the Investment Company Act of 1940;

(e)	¨	An investment adviser in accordance with Rule 13-d(1)(b)(1)(ii)(E);

(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	¨	A parent holding company or control person, in accordance with Rule 13d-1(b)(ii)(G);

(h)	¨	A savings association, as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j)	¨	Group,in accordance with Rule 13d-1(b)(1)(ii)(J).

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Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Ownership as of December 31, 2013 is incorporated herein by reference from items (5) – (9) and (11) of the cover page of each Reporting Person.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

The group filing this Amendment includes BCC, Management IV, Management V, Fund IV, Co-Investment Fund IV, Fund V and Co-Investment Fund V.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 5, 2014

/s/ Carl Goldfischer

Carl Goldfischer, Managing Director

Bay City Capital LLC

for itself, for and on behalf of Bay City Capital Management IV LLC and Bay City Capital Management V LLC in its capacity as manager thereof, for and on behalf of Bay City Capital Fund IV, L.P. and Bay City Capital Fund IV Co-Investment Fund, L.P. in its capacity as manager of Bay City Capital Management IV LLC, the general partner of Bay City Capital Fund IV, L.P. and Bay City Capital Fund IV Co-Investment Fund, L.P., and for and on behalf of Bay City Capital Fund V, L.P. and Bay City Capital Fund V Co-Investment Fund, L.P. in its capacity as manager of Bay City Capital Management V LLC, the general partner of Bay City Capital Fund V, L.P. and Bay City Capital Fund V Co-Investment Fund, L.P.

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