SEC FORM 3

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^*

Lloyd-Smith Malcolm

(Last)

(First)

(Middle)

12481 HIGH BLUFF DR.

STE. 200

(Street)

SAN DIEGO

92130

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2012

3. Issuer Name and Ticker or Trading Symbol
CADENCE PHARMACEUTICALS INC [ CADX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Reg Affairs, Qual & Clin

5. 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 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	6,332	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock option (right to buy)	09/01/2012	09/14/2018	Common Stock	100,000	$9.65	D
Stock option (right to buy)	⁽¹⁾	03/17/2019	Common Stock	35,000	$8.35	D
Stock option (right to buy)	11/02/2010	07/15/2019	Common Stock	10,000	$11	D
Stock option (right to buy)	03/25/2010	03/25/2020	Common Stock	14,500	$9.22	D
Stock option (right to buy)	⁽²⁾	03/25/2020	Common Stock	210,000	$9.22	D
Stock option (right to buy)	⁽³⁾	03/16/2021	Common Stock	75,000	$8.55	D
Stock option (right to buy)	09/14/2012	03/14/2022	Common Stock	28,338	$3.51	D
Stock option (right to buy)	⁽⁴⁾	03/14/2022	Common Stock	105,000	$3.51	D

Explanation of Responses:

1. The option vests such that 25% of the number of shares of common stock subject to the option vest one year after the date of grant, and 1/48th of the original number of shares of common stock subject to the option vest on the first day of each full month thereafter. The grant of this award was 03/18/2009 and the award will be fully vested as of 03/01/2013. As of the date of this report, 4,375 shares remained unvested.

2. The option vests such that 25% of the number of shares of common stock subject to the option vest one year after the date of grant, and 1/48th of the original number of shares of common stock subject to the option vest on the first day of each full month thereafter. The grant of this award was 03/25/2010 and the award will be fully vested as of 03/01/2014. As of the date of this report, 78,750 shares remained unvested.

3. The option vests such that 25% of the number of shares of common stock subject to the option vest one year after the date of grant, and 1/48th of the original number of shares of common stock subject to the option vest on the first day of each full month thereafter. The grant of this award was 03/16/2011 and the award will be fully vested as of 03/01/2015. As of the date of this report, 46,875 shares remained unvested.

4. The option vests such that 25% of the number of shares of common stock subject to the option vest one year after the date of grant, and 1/48th of the original number of shares of common stock subject to the option vest on the first day of each full month thereafter. The grant of this award was 03/14/2012 and the award will be fully vested as of 03/01/2016. As of the date of this report, all of the shares remained unvested.

Remarks:

	/s/ Hazel M. Aker Attorney-in-fact	09/06/2012
	** 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.