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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CADENCE PHARMACEUTICALS INC [ CADX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/19/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 03/19/2014 | D | 2,972,678 | D | $14(1) | 0 | I | By Domain Partners VII, L.P.(2) | ||
Common Stock | 03/19/2014 | D | 50,743 | D | $14(1) | 0 | I | By DP VII Associates, L.P.(2) | ||
Common Stock | 03/19/2014 | D | 7,313,241 | D | $14(1) | 0 | I | By Domain Partners VI, L.P.(3) | ||
Common Stock | 03/19/2014 | D | 78,369 | D | $14(1) | 0 | I | By DP VI Associates, L.P.(3) | ||
Common Stock | 03/19/2014 | D | 27,500 | D | $14(1) | 0 | I | By Domain Associates, LLC(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Option (Right to Buy) | $12.3 | 03/19/2014 | D | 12,500 | (5) | 06/28/2017 | Common Stock | 12,500 | $1.7(5) | 0 | D | ||||
Stock Option (Right to Buy) | $6.35 | 03/19/2014 | D | 12,500 | (5) | 06/18/2018 | Common Stock | 12,500 | $7.65(5) | 0 | D | ||||
Stock Option (Right to Buy) | $9.37 | 03/19/2014 | D | 12,500 | (5) | 06/24/2019 | Common Stock | 12,500 | $4.63(5) | 0 | D | ||||
Stock Option (Right to Buy) | $7.16 | 03/19/2014 | D | 12,500 | (5) | 06/16/2020 | Common Stock | 12,500 | $6.84(5) | 0 | D | ||||
Stock Option (Right to Buy) | $9.25 | 03/19/2014 | D | 12,500 | (5) | 06/15/2021 | Common Stock | 12,500 | $4.75(5) | 0 | D | ||||
Stock Option (Right to Buy) | $2.98 | 03/19/2014 | D | 17,500 | (5) | 06/13/2022 | Common Stock | 17,500 | $11.02(5) | 0 | D | ||||
Stock Option (Right to Buy) | $7.21 | 03/19/2014 | D | 25,000 | (5) | 06/12/2023 | Common Stock | 25,000 | $6.79(5) | 0 | D |
Explanation of Responses: |
1. 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. |
2. 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. |
3. 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. |
4. 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. |
5. 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. |
Remarks: |
/s/Kathleen K. Schoemaker, Attorney-in-Fact | 03/21/2014 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |