X0305 4 2012-05-07 0 0000818033 AP PHARMA INC /DE/ APPA 0001178579 TANG KEVIN C 4747 EXECUTIVE DRIVE SUITE 510 SAN DIEGO CA 92121 1 0 1 0 0001232621 TANG CAPITAL MANAGEMENT LLC 4747 EXECUTIVE DRIVE, STE 510 SAN DIEGO CA 92121 0 0 1 0 0001191935 TANG CAPITAL PARTNERS LP 4747 EXECUTIVE DRIVE, STE 510 SAN DIEGO CA 92121 0 0 1 0 Senior Secured Convertible Notes due 2021 0.04 2012-05-07 4 X 0 2400000.00 2400000.00 A 2011-05-02 2021-05-02 Common Stock, par value $0.01 per share 60000000 3696641.00 I By LP Rights to Purchase Senior Secured Convertible Notes due 2021 1000.00 2012-05-07 4 X 0 2400000.00 0.00 D 2011-05-02 2013-05-02 Senior Secured Convertible Notes due 2021 2400000.00 0.00 I By LP The Senior Secured Convertible Notes due 2021 (the "2021 Notes") were received upon exercise of the Right to Purchase 2021 Notes, which such Right to purchase was previously disclosed on the Reporting Persons' Form 4 filed on April 26, 2011. Following such exercise, the Right to Purchase 2021 Notes has been exercised in full. Tang Capital Partners, LP does not have the right to convert any portion of the 2021 Notes, to the extent that after giving effect to such conversion, Tang Capital Partners, LP (together with its affiliates) would beneficially own in excess of 9.99% (subject to change as described in the note) of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. Includes $40,000, $18,600, $18,879, and $19,162 principal amount of the Issuer's 2021 Notes issued to Tang Capital Partners, LP as interest in kind on the Issuer's 2021 Notes on 7/01/2011, 10/01/2011, 01/01/2012 and 4/01/2012, respectively. The securities are held by Tang Capital Partners, LP. Kevin C. Tang is the sole manager of Tang Capital Management, LLC, which is the general partner of Tang Capital Partners, LP. Mr. Tang disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. The exercise price to purchase the 2021 Notes represented by this Right is $1,000 for each $1,000 principal amount of the 2021 Notes purchased upon exercise. /s/ Kevin C. Tang 2012-05-09 /s/ Kevin C. Tang, Managing Member 2012-05-09 /s/ Kevin C. Tang, as Managing Member of Tang Capital Management, LLC, General Partner 2012-05-09