0000904454-14-000325.txt : 20140321
0000904454-14-000325.hdr.sgml : 20140321
20140321185917
ACCESSION NUMBER: 0000904454-14-000325
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140319
FILED AS OF DATE: 20140321
DATE AS OF CHANGE: 20140321
ISSUER:
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
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BLAIR JAMES C
CENTRAL INDEX KEY: 0001024000
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33103
FILM NUMBER: 14711524
MAIL ADDRESS:
STREET 1: 5880 PACIFIC CENTER BLVD
CITY: SAN DIEGO
STATE: CA
ZIP: 92121-4204
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2014-03-19
1
0001333248
CADENCE PHARMACEUTICALS INC
CADX
0001024000
BLAIR JAMES C
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON
NJ
08542
1
0
1
0
Common Stock
2014-03-19
4
D
0
2972678
14.00
D
0
I
By Domain Partners VII, L.P.
Common Stock
2014-03-19
4
D
0
50743
14.00
D
0
I
By DP VII Associates, L.P.
Common Stock
2014-03-19
4
D
0
7313241
14.00
D
0
I
By Domain Partners VI, L.P.
Common Stock
2014-03-19
4
D
0
78369
14.00
D
0
I
By DP VI Associates, L.P.
Common Stock
2014-03-19
4
D
0
27500
14.00
D
0
I
By Domain Associates, LLC
Stock Option (Right to Buy)
12.30
2014-03-19
4
D
0
12500
1.70
D
2017-06-28
Common Stock
12500
0
D
Stock Option (Right to Buy)
6.35
2014-03-19
4
D
0
12500
7.65
D
2018-06-18
Common Stock
12500
0
D
Stock Option (Right to Buy)
9.37
2014-03-19
4
D
0
12500
4.63
D
2019-06-24
Common Stock
12500
0
D
Stock Option (Right to Buy)
7.16
2014-03-19
4
D
0
12500
6.84
D
2020-06-16
Common Stock
12500
0
D
Stock Option (Right to Buy)
9.25
2014-03-19
4
D
0
12500
4.75
D
2021-06-15
Common Stock
12500
0
D
Stock Option (Right to Buy)
2.98
2014-03-19
4
D
0
17500
11.02
D
2022-06-13
Common Stock
17500
0
D
Stock Option (Right to Buy)
7.21
2014-03-19
4
D
0
25000
6.79
D
2023-06-12
Common Stock
25000
0
D
In connection with the acquisition of the Issuer by Mallinckrodt plc ("Parent") on March 19, 2014 (the "Merger"), and pursuant to the terms of the Agreement and Plan of Merger by and among the Issuer, Parent and Madison Merger Sub, Inc. ("Merger Sub") dated February 10, 2014, Merger Sub acquired all of the issued and outstanding shares of Common Stock (the "Shares") for a purchase price of $14.00 per Share.
The Reporting Person is a Managing Member of One Palmer Square Associates VII, L.P., which is the sole general partner of Domain Partners VII, L.P. and DP VII Associates, L.P. Pursuant to Instruction 4(b)(iv) of
Form 4, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by each such entity. The Reporting Person disclaims beneficial ownership of any securities,
and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her.
The Reporting Person is a Managing Member of One Palmer Square Associates VI, LLC, which is the sole general partner of Domain Partners VI, L.P. and DP VI Associates, L.P. Pursuant to Instruction 4(b)(iv) of Form 4, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by each such entity. The Reporting Person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her.
The Reporting Person is a Managing Member of Domain Associates, LLC. Pursuant to Instruction 4(b)(iv) of Form 4, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by such entity. The Reporting Person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her.
In connection with the Merger described in footnote (1), this option became fully vested and was automatically canceled and terminated and the holder became entitled to receive an amount in cash, without interest and less the amount of any tax withholding, equal to the product of (1) the number of shares of Common Stock of the Issuer underlying such option multiplied by (2) the excess, if any, of $14.00 over the exercise price per share of such option.
/s/Kathleen K. Schoemaker, Attorney-in-Fact
2014-03-21