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