0001013594-14-000147.txt : 20140213 0001013594-14-000147.hdr.sgml : 20140213 20140213164834 ACCESSION NUMBER: 0001013594-14-000147 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140213 DATE AS OF CHANGE: 20140213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HERON THERAPEUTICS, INC. /DE/ CENTRAL INDEX KEY: 0000818033 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 942875566 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39444 FILM NUMBER: 14606877 BUSINESS ADDRESS: STREET 1: 123 SAGINAW DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 6503662626 MAIL ADDRESS: STREET 1: 123 SAGINAW DRIVE STREET 2: 123 SAGINAW DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 FORMER COMPANY: FORMER CONFORMED NAME: AP PHARMA INC /DE/ DATE OF NAME CHANGE: 20010511 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED POLYMER SYSTEMS INC /DE/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ISZO CAPITAL LP CENTRAL INDEX KEY: 0001484190 IRS NUMBER: 271649960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 415 MADISON AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 646-775-4394 MAIL ADDRESS: STREET 1: 415 MADISON AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 heron13ga-021414.htm FEBRUARY 14, 2014 heron13ga-021414.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G
(RULE 13d - 102)

Information to be included in statements filed pursuant
to Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant to 13d-2(b)

(AMENDMENT NO. 1)*

Heron Therapeutics, Inc.   
(Name of Issuer)

Common Stock, par value $0.01
(Title of Class of Securities)

42774610
(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 ("Act") 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).

(Continued on the Following Pages)


 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
IsZo Capital LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
715,470
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
715,470
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
715,470
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
3.0%
   
12.
TYPE OF REPORTING PERSON
   
 
PN

 

 
 
 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
IsZo Capital GP LLC
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
715,470
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
715,470
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
715,470
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
3.0%
   
12.
TYPE OF REPORTING PERSON
   
 
OO

 

 
 
 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
IsZo Capital Management LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
715,470
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
715,470
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
715,470
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
3.0%
   
12.
TYPE OF REPORTING PERSON
   
 
PN

 

 
 
 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Brian L. Sheehy
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
United States
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
715,470
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
715,470
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
715,470
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
3.0%
   
12.
TYPE OF REPORTING PERSON
   
 
IN, HC

 
 
 
 

This statement is filed with respect to the shares of common stock (the “Common Stock”) of Heron Therapeutics, Inc. (“Issuer”) beneficially owned by the Reporting Persons identified below as of February 4, 2014 and amends and supplements the Schedule 13G filed on July 11, 2011 (collectively, the “Schedule 13G”).  Except as set forth herein, the Schedule 13G is unmodified.

The names of the persons filing this statement on Schedule 13G are (collectively, the “Reporting Persons”):

              -
IsZo Capital LP (the “Fund”).

              -
IsZo Capital GP LLC (“IsZo GP”).

              -
IsZo Capital Management LP (“ICM”).

              -
Brian L. Sheehy (“Mr. Sheehy”).

IsZo GP is the general partner of the Fund.  ICM is the investment manager of the Fund.  Mr. Sheehy is the managing member of IsZo GP and the President of the general partner of ICM.  IsZo GP, ICM and Mr. Sheehy may each be deemed to have voting and dispositive power with respect to the shares of Common Stock held by the Fund.

ITEM 1(a).      NAME OF ISSUER:

         Heron Therapeutics, Inc. (the "Issuer")

ITEM 2(e).      CUSIP NUMBER:

         42774610

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.

(a)           Amount beneficially owned:

The Reporting Persons beneficially own the 715,470 shares of Common Stock beneficially owned by the Fund, consisting of: (i) 407,137 of Common Stock, and (ii) warrants exercisable for 308,333 shares of Common Stock.

 
(b)
Percent of Class:

The Reporting Persons’ beneficial ownership of 715,470 shares of Common Stock represents 3.0% of all of the outstanding shares of Common Stock.

(c)           Number of shares as to which such person has:

 
(i)
Sole power to vote or to direct the vote

Not applicable.

 
(ii)
Shared power to vote or to direct the vote of shares of Common Stock:

The Reporting Persons have shared power to vote or direct the vote of the 715,470 shares of Common Stock beneficially owned by the Fund.
 
 
 
 
 
 

 
                                (iii)          Sole power to dispose or to direct the disposition of shares of Common Stock:

Not applicable.

                              (iv)        Shared power to dispose or to direct the disposition of shares of Common Stock:

The Reporting Persons have shared power to dispose or direct the disposition of the 715,470 shares of Common Stock beneficially owned by the Fund.

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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

ITEM 10.        CERTIFICATION.

By signing below the undersigned certifies that, to the best of its or his 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.

 
 
 

SIGNATURE

        After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete, and correct.


Dated:  February 11, 2014

ISZO CAPITAL LP
By IsZo Capital GP LLC, its General Partner


By:  /s/ Brian L. Sheehy
                        Brian L. Sheehy, Managing Member



ISZO CAPITAL GP LLC


By:   /s/ Brian L. Sheehy
         Brian L. Sheehy, Managing Member



ISZO CAPITAL MANAGEMENT LP
By: IsZo Management Corp., as General Partner


By:   /s/ Brian L. Sheehy
                         Brian L. Sheehy, President


 

/s/ Brian L. Sheehy
     Brian L. Sheehy