SEC Form 4
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*
AKER HAZEL M
(Last) (First) (Middle)
C/O CADENCE PHARMACEUTICALS, INC.
12481 HIGH BLUFF DRIVE, SUITE 200
(Street)
SAN DIEGO CA 92130
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CADENCE PHARMACEUTICALS INC [ CADX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, GC & Secretary
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)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 U 3,745 D $14 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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) $17.32 03/19/2014 D 150,000 (1) 04/15/2017 common stock 150,000 $0.00 0 D
stock option (right to buy) $6.01 03/19/2014 D 65,000 (2) 03/17/2018 common stock 65,000 $7.99 0 D
stock option (right to buy) $8.35 03/19/2014 D 70,000 (2) 03/17/2019 common stock 70,000 $5.65 0 D
stock option (right to buy) $9.22 03/19/2014 D 15,000 (2) 03/25/2020 common stock 15,000 $4.78 0 D
stock option (right to buy) $9.22 03/19/2014 D 200,000 (2) 03/25/2020 common stock 200,000 $4.78 0 D
stock option (right to buy) $8.55 03/19/2014 D 80,000 (2) 03/16/2021 common stock 80,000 $5.45 0 D
stock option (right to buy) $3.51 03/19/2014 D 109,451 (2) 03/14/2022 common stock 109,451 $10.49 0 D
stock option (right to buy) $3.51 03/19/2014 D 321 (2) 03/14/2022 common stock 321 $10.49 0 D
stock option (right to buy) $5.4 03/19/2014 D 125,000 (2) 03/13/2023 common stock 125,000 $8.6 0 D
restricted stock units $0.00 03/19/2014 D 120,000 (3) (3) common stock 120,000 $14 0 D
Explanation of Responses:
1. In connection with the merger of Cadence Pharmaceuticals, Inc. ("Cadence") with Madison Merger Sub, Inc. ("Merger Sub") on March 19, 2014, and pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement") by and among Cadence, Mallinckrodt plc ("Parent") and Merger Sub, dated February 10, 2014, this option was cancelled because the exercise price per share of the option exceeded the Offer Price.
2. Pursuant to the terms of the Merger Agreement, 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 (a) the number of shares of common stock of Cadence underlying such option multiplied by (b) the excess, if any, of $14.00 (the "Offer Price") over the exercise price per share of such option.
3. Pursuant to the terms of the Merger Agreement, these restricted stock units were converted into a right to receive a cash payment upon vesting equal to the product of the Offer Price, without interest, and the number of shares of Cadence common stock subject to this grant (the "Converted Award"). The Converted Award will vest in accordance with the original vesting schedule of the restricted stock units, subject to accelerated vesting upon the earlier to occur of (a) September 11, 2014 or (b) certain terminations of the reporting person's employment as set forth in the Merger Agreement.
Remarks:
/s/ Hazel M. Aker 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).
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