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*
Sanderling Venture Partners VI LP

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/07/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 03/07/2013 X 17,973 A $2.69 900,535 D(1)(5)
Common Stock 03/07/2013 X 629 A $2.69 48,383 D(2)(5)
Common Stock 03/07/2013 X 750 A $2.69 57,646 D(3)(5)
Common Stock 03/07/2013 X 17,839 A $2.69 1,353,952 D(4)(5)
Common Stock 03/07/2013 S(6) 1,866 D $25.92 898,669 D(1)(5)
Common Stock 03/07/2013 S(7) 66 D $25.92 48,317 D(2)(5)
Common Stock 03/07/2013 S(8) 78 D $25.92 57,568 D(3)(5)
Common Stock 03/07/2013 S(9) 1,852 D $25.92 1,352,100 D(4)(5)
Common Stock 03/07/2013 X 20,220 A $13.44 918,889 D(1)(5)
Common Stock 03/07/2013 X 708 A $13.44 49,025 D(2)(5)
Common Stock 03/07/2013 X 843 A $13.44 58,411 D(3)(5)
Common Stock 03/07/2013 X 20,069 A $13.44 1,372,169 D(4)(5)
Common Stock 03/07/2013 S(10) 10,485 D $25.92 908,404 D(1)(5)
Common Stock 03/07/2013 S(11) 368 D $25.92 48,657 D(2)(5)
Common Stock 03/07/2013 S(12) 438 D $25.92 57,973 D(3)(5)
Common Stock 03/07/2013 S(13) 10,407 D $25.92 1,361,762 D(4)(5)
Common Stock 03/11/2013 S 348,951 D $27.86 559,453 D(1)(5)
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
Common Stock Warrants (right to buy) $2.69 03/07/2013 X 17,973 01/22/2009 01/21/2014 Common Stock 17,973 $0 0 D(1)(5)
Common Stock Warrants (right to buy) $2.69 03/07/2013 X 629 01/22/2009 01/21/2014 Common Stock 629 $0 0 D(2)(5)
Common Stock Warrants (right to buy) $2.69 03/07/2013 X 750 01/22/2009 01/21/2014 Common Stock 750 $0 0 D(3)(5)
Common Stock Warrants (right to buy) $2.69 03/07/2013 X 17,839 01/22/2009 01/21/2014 Common Stock 17,839 $0 0 D(4)(5)
Common Stock Warrants (right to buy) $13.44 03/07/2013 X 20,220 12/29/2010 12/29/2017 Common Stock 20,220 $0 0 D(1)(5)
Common Stock Warrants (right to buy) $13.44 03/07/2013 X 708 12/29/2010 12/29/2017 Common Stock 708 $0 0 D(2)(5)
Common Stock Warrants (right to buy) $13.44 03/07/2013 X 843 12/29/2010 12/29/2017 Common Stock 843 $0 0 D(3)(5)
Common Stock Warrants (right to buy) $13.44 03/07/2013 X 20,069 12/29/2010 12/29/2017 Common Stock 20,069 $0 0 D(4)(5)
1. Name and Address of Reporting Person*
Sanderling Venture Partners VI LP

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

(Street)
SAN MATEO CA 94402

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Sanderling VI Beteiligungs GmbH & Co KG

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

(Street)
SAN MATEO CA 94402

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Sanderling VI Limited Partnership

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

(Street)
SAN MATEO CA 94402

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Sanderling Venture Partners VI Co Investment Fund LP

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

(Street)
SAN MATEO CA 94402

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The securities are held directly by Sanderling Venture Partners VI, L.P. The address for Sanderling Venture Partners VI , L.P. is c/o Sanderling Ventures, 400 South El Camino Real, Suite 1200, San Mateo, CA 94402.
2. The securities are held by Sanderling VI Beteiligungs GmbH & Co. KG. The address for Sanderling VI Beteiligungs GmbH & Co. KG is c/o Sanderling Ventures, 400 South El Camino Real, Suite 1200, San Mateo, CA 94402.
3. The securities are held directly by Sanderling VI Limited Partnership. The address for Sanderling VI Limited Partnership is c/o Sanderling Ventures, 400 South El Camino Real, Suite 1200, San Mateo, CA 94402.
4. The securities are held directly by Sanderling Venture Partners VI Co-Investment Fund, L.P. The address for Sanderling Venture Partners VI Co-Investment Fund, L.P. is c/o Sanderling Ventures, 400 South El Camino Real, Suite 1200, San Mateo, CA 94402.
5. Fred Middleton, a member of the Board of Directors of the Issuer, 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., Sanderling VI Beteiligungs GmbH & Co. KG, Sanderling VI Limited Partnership and Sanderling Venture Partners VI Co-Investment Fund, 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., Sanderling VI Beteiligungs GmbH & Co. KG, Sanderling VI Limited Partnership and Sanderling Venture Partners VI Co-Investment Fund, L.P.
6. On March 7, 2013, the reporting person exercised a warrant to purchase 17,973 shares of PCRX common stock for $2.69 per share. The reporting person paid the exercise price on a cashless basis, resulting in PCRX's withholding of 1,866 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 16,107 shares. PCRX also paid $19.35 to the reporting person in lieu of a fractional share.
7. On March 7, 2013, the reporting person exercised a warrant to purchase 629 shares of PCRX common stock for $2.69 per share. The reporting person paid the exercise price on a cashless basis, resulting in PCRX's withholding of 66 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 563 shares. PCRX also paid $18.71 to the reporting person in lieu of a fractional share.
8. On March 7, 2013, the reporting person exercised a warrant to purchase 750 shares of PCRX common stock for $2.69 per share. The reporting person paid the exercise price on a cashless basis, resulting in PCRX's withholding of 78 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 672 shares. PCRX also paid $4.26 to the reporting person in lieu of a fractional share.
9. On March 7, 2013, the reporting person exercised a warrant to purchase 17,839 shares of PCRX common stock for $2.69 per share. The reporting person paid the exercise price on a cashless basis, resulting in PCRX's withholding of 1,852 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 15,987 shares. PCRX also paid $16.93 to the reporting person in lieu of a fractional share.
10. On March 7, 2013, the reporting person exercised a warrant to purchase 20,220 shares of PCRX common stock for $13.44 per share. The reporting person paid the exercise price on a cashless basis, resulting in PCRX's withholding of 10,485 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 9,735 shares. PCRX also paid $14.40 to the reporting person in lieu of a fractional share.
11. On March 7, 2013, the reporting person exercised a warrant to purchase 708 shares of PCRX common stock for $13.44 per share. The reporting person paid the exercise price on a cashless basis, resulting in PCRX's withholding of 368 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 340 shares. PCRX also paid $23.04 to the reporting person in lieu of a fractional share.
12. On March 7, 2013, the reporting person exercised a warrant to purchase 843 shares of PCRX common stock for $13.44 per share. The reporting person paid the exercise price on a cashless basis, resulting in PCRX's withholding of 438 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 405 shares. PCRX also paid $23.04 to the reporting person in lieu of a fractional share.
13. On March 7, 2013, the reporting person exercised a warrant to purchase 20,069 shares of PCRX common stock for $13.44 per share. The reporting person paid the exercise price on a cashless basis, resulting in PCRX's withholding of 10,407 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 9,662 shares. PCRX also paid $22.08 to the reporting person in lieu of a fractional share.
/s/ See Ex. 99.1 03/11/2013
** 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).
** 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.
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