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*
MIDDLETON FRED A

(Last) (First) (Middle)
C/O SANDERLING VENTURES
400 SOUTH EL CAMINO REAL, SUITE 1200

(Street)
SAN MATEO CA 94402

(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)
Code V Amount (A) or (D) Price
Common Stock 02/08/2011 C 736,583 A (5) 736,583 I See Footnote (1)
Common Stock 02/08/2011 C 14,877 A (5) 14,877 I See Footnote (2)
Common Stock 02/08/2011 C 24,871 A (5) 24,871 I See Footnote (3)
Common Stock 02/08/2011 C 29,634 A (5) 29,634 I See Footnote (4)
Common Stock 02/08/2011 C 681,715 A (5) 681,715 I See Footnote (6)
Common Stock 02/08/2011 C 344,355 A (7) 344,355 I See Footnote (1)
Common Stock 02/08/2011 C 12,058 A (7) 12,058 I See Footnote (3)
Common Stock 02/08/2011 C 14,366 A (7) 14,366 I See Footnote (4)
Common Stock 02/08/2011 C 341,788 A (7) 341,788 I See Footnote (6)
Common Stock 02/08/2011 C 129,445 A (8) 129,445 I See Footnote (1)
Common Stock 02/08/2011 C 4,533 A (8) 4,533 I See Footnote (3)
Common Stock 02/08/2011 C 5,400 A (8) 5,400 I See Footnote (4)
Common Stock 02/08/2011 C 128,479 A (8) 128,479 I See Footnote (6)
Common Stock 02/08/2011 P 46,379 A $7 46,379 I See Footnote (1)
Common Stock 02/08/2011 P 27,931 A $7 27,931 I See Footnote (2)
Common Stock 02/08/2011 P 4,297 A $7 4,297 I See Footnote (3)
Common Stock 02/08/2011 P 5,119 A $7 5,119 I See Footnote (4)
Common Stock 02/08/2011 P 184,131 A $7 184,131 I See Footnote (6)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (5) 02/08/2011 C 736,583 (5) (5) Common Stock 736,583 $0 0 I See Footnote (1)
Series A Convertible Preferred Stock (5) 02/08/2011 C 14,877 (5) (5) Common Stock 14,877 $0 0 I See Footnote (2)
Series A Convertible Preferred Stock (5) 02/08/2011 C 24,871 (5) (5) Common Stock 24,871 $0 0 I See Footnote (3)
Series A Convertible Preferred Stock (5) 02/08/2011 C 29,634 (5) (5) Common Stock 29,634 $0 0 I See Footnote (4)
Series A Convertible Preferred Stock (5) 02/08/2011 C 681,715 (5) (5) Common Stock 681,715 $0 0 I See Footnote (6)
Convertible Promissory Notes (7) 02/08/2011 C 344,355 (7) (7) Common Stock 344,355 $0 0 I See Footnote (1)
Convertible Promissory Notes (7) 02/08/2011 C 12,058 (7) (7) Common Stock 12,058 $0 0 I See Footnote (3)
Convertible Promissory Notes (7) 02/08/2011 C 14,366 (7) (7) Common Stock 14,366 $0 0 I See Footnote (4)
Convertible Promissory Notes (7) 02/08/2011 C 341,788 (7) (7) Common Stock 341,788 $0 0 I See Footnote (6)
Convertible Promissory Notes (8) 02/08/2011 C 129,445 (8) (8) Common Stock 129,445 $0 0 I See Footnote (1)
Convertible Promissory Notes (8) 02/08/2011 C 4,533 (8) (8) Common Stock 4,533 $0 0 I See Footnote (3)
Convertible Promissory Notes (8) 02/08/2011 C 5,400 (8) (8) Common Stock 5,400 $0 0 I See Footnote (4)
Convertible Promissory Notes (8) 02/08/2011 C 128,479 (8) (8) Common Stock 128,479 $0 0 I See Footnote (6)
Explanation of Responses:
1. The securities are held by Sanderling Venture Partners VI, L.P. Mr. Middleton is a managing director of Middleton, McNeil, Mills & Associates VI, LLC, which has the ultimate voting and investment power over shares held of record by Sanderling Venture Partners VI, L.P., and he may be deemed to have voting and investment power over shares held of record by Sanderling Venture Partners VI, L.P. Mr. Middleton disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
2. The securities are held by Sanderling Ventures Management VI. Mr. Middleton is the owner of Sanderling Ventures Management VI and he may be deemed to have voting and investment power over shares held of record by Sanderling Ventures Management VI. Mr. Middleton disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
3. The securities are held by Sanderling VI Beteiligungs GmbH & Co. KG. Mr. Middleton is a managing director of Middleton, McNeil, Mills & Associates VI, LLC, which has the ultimate voting and investment power over shares held of record by Sanderling VI Beteiligungs GmbH & Co. KG, and he may be deemed to have voting and investment power over shares held of record by Sanderling VI Beteiligungs GmbH & Co. KG. Mr. Middleton disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
4. The securities are held by Sanderling VI Limited Partnership. Mr. Middleton is a managing director of Middleton, McNeil, Mills & Associates VI, LLC, which has the ultimate voting and investment power over shares held of record by Sanderling VI Limited Partnership, and he may be deemed to have voting and investment power over shares held of record by Sanderling VI Limited Partnership. Mr. Middleton disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
5. The Series A Convertible Preferred Stock had no expiration date and each share of Series A Convertible Preferred Stock was automatically converted into common stock on a 1-for-1 basis upon the consummation of the Issuer's initial public offering.
6. The securities are held by Sanderling Venture Partners VI Co-Investment Fund. Mr. Middleton is a managing director of Middleton, McNeil, Mills & Associates VI, LLC, which has the ultimate voting and investment power over shares held of record by Sanderling Venture Partners VI Co-Investment Fund, and he may be deemed to have voting and investment power over shares held of record by Sanderling Venture Partners VI Co-Investment Fund. Mr. Middleton disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
7. All principal and accrued interest on the Convertible Promissory Notes was automatically converted into shares of Common Stock upon the consummation of the Issuer's initial public offering.
8. All principal on the Convertible Promissory Notes was automatically converted into shares of Common Stock upon the consummation of the Issuer's initial public offering at a conversion price equal to the per share price of the Common Stock sold in the Issuer's initial public offering.
/s/ Fred Middleton 02/09/2011
** Signature of Reporting Person Date
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