X0203 3 2011-02-02 0 0001396814 Pacira Pharmaceuticals, Inc. PCRX 0001055951 ORBIMED ADVISORS LLC 767 THIRD AVENUE, 30TH FLOOR NEW YORK NY 10017 0 0 1 0 0001432241 OrbiMed Capital GP III LLC 767 THIRD AVENUE, 30TH FLOOR NEW YORK NY 10017 0 0 1 0 0001055949 ISALY SAMUEL D 767 THIRD AVENUE, 30TH FLOOR NEW YORK NY 10017 0 0 1 0 Common Stock 92103 I See footnotes Common Stock 877 I See footnotes Series A Convertible Preferred Stock Common Stock 1473645 I See footnotes Series A Convertible Preferred Stock Common Stock 14035 I See footnotes Common Stock Warrants (Right to Buy) 2.69 2009-01-22 2014-01-21 Common Stock 36841 I See footnotes Common Stock Warrants (Right to Buy) 2.69 2009-01-22 2014-01-21 Common Stock 350 I See footnotes Common Stock Warrants (Right to Buy) 13.44 2010-12-29 2017-12-29 Common Stock 41446 I See footnotes Common Stock Warrants (Right to Buy) 13.44 2010-12-29 2017-12-29 Common Stock 394 I See footnotes Convertible Promissory Notes Common Stock 705845 I See footnotes Convertible Promissory Notes Common Stock 6722 I See footnotes Director Stock Option Grant (Right to Buy) 1.61 2020-09-02 Common Stock 4649 I See footnotes Director Stock Option Grant (Right to Buy) 5.49 2020-12-29 Common Stock 1394 I See footnotes These shares of Series A convertible preferred stock, shares of Common Stock, warrants to purchase Common Stock and convertible promissory notes are held of record by OrbiMed Private Investments III, LP ("OPI") and may be deemed to be indirectly beneficially owned by OrbiMed Capital GP III LLC ("Capital"), OrbiMed Advisors LLC ("Advisors") and Samuel D. lsaly ("Isaly"). Capital is the sole general partner of OPI. Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of Capital. By virtue of such relationships, Capital and Advisors have discretionary investment management authority with respect to the assets of OPI. Such authority includes the power to vote and otherwise dispose of the securities held by OPI. lsaly, a natural person, also has investment and voting power over the securities held by OPI in his capacity as the managing member of, and holder of a controlling interest, in Advisors. As a result, each of Capital, Advisors and Isaly may be deemed to have beneficial ownership of the securities held by OPI. These shares of Series A convertible preferred stock, shares of Common Stock, warrants to purchase Common Stock and convertible promissory notes are held of record by OrbiMed Associates III, LP ("Associates") and may be deemed to be indirectly beneficially owned by Advisors and lsaly. Advisors is the sole general partner of Associates. By virtue of such relationship, Advisors has discretionary investment management authority with respect to the assets of Associates. Such authority includes the power to vote and otherwise dispose of securities held by Associates. lsaly also has voting and investment power over the securities held by Associates in his capacity as the managing member of, and holder of a controlling interest, in Advisors. As a result, each of Advisors and Isaly may be deemed to have beneficial ownership of the securities held by Associates. This report on Form 3 is jointly filed by Capital, Advisors and Isaly. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. The reporting persons have designated a representative, currently Carl L. Gordon ("Gordon"), a member of Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that the reporting persons are beneficial owners for the purpose of Section 16 of the Exchange Act, or for any other purpose. The Series A convertible preferred stock has no expiration date and will automatically convert into Common Stock upon the consummation of the Issuer's initial public offering. All principal and accrued interest due on these convertible promissory notes will automatically convert into shares of Common Stock upon the consummation of the Issuer's initial public offering at an effective conversion price of approximately $13.44 per share. This option vests as to 50% of the option shares upon the first anniversary of the Issuer's initial public offering and as to the remaining 50% of the option shares upon the second anniversary of the Issuer's initial public offering. The option shares become exercisable when vested. The options reported herein were granted by the Issuer to Gordon. Pursuant to an agreement with Advisors, Gordon is obligated to transfer any shares issued upon exercise of the options to Advisors, which will distribute the shares to OPI and Associates on a pro-rata basis. /s/ Samuel D. Isaly 2011-02-02