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*
Frazier Healthcare V, LP

(Last) (First) (Middle)
601 UNION STREET, SUITE 3200

(Street)
SEATTLE WA 98101

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/18/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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(1)(7) 02/18/2009 P 347,584 A $7.13 4,720,243 I See Footnote(1)
Common Stock(2)(7) 02/18/2009 P 347,584 A $7.13 4,720,243 I See Footnote(2)
Common Stock(3)(7) 02/18/2009 P 347,584 A $7.13 4,720,243 D
Common Stock(4)(7) 02/18/2009 P 3,128,258 A $7.13 3,128,258 I See Footnote(4)
Common Stock(5)(7) 02/18/2009 P 3,128,258 A $7.13 3,128,258 I See Footnote(5)
Common Stock(6)(7) 02/18/2009 P 3,128,258 A $7.13 3,128,258 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
Warrant (right to buy)(1)(7) $7.84 02/18/2009 P 1 02/18/2009 02/18/2014 Common Stock 173,792 $0.125 1 I See Footnote(1)
Warrant (right to buy)(2)(7) $7.84 02/18/2009 P 1 02/18/2009 02/18/2014 Common Stock 173,792 $0.125 1 I See Footnote(2)
Warrant (right to buy)(3)(7) $7.84 02/18/2009 P 1 02/18/2009 02/18/2014 Common Stock 173,792 $0.125 1 D
Warrant (right to buy)(4)(7) $7.84 02/18/2009 P 1 02/18/2009 02/18/2014 Common Stock 1,564,129 $0.125 1 I See Footnote(4)
Warrant (right to buy)(5)(7) $7.84 02/18/2009 P 1 02/18/2009 02/18/2014 Common Stock 1,564,129 $0.125 1 I See Footnote(5)
Warrant (right to buy)(6)(7) $7.84 02/18/2009 P 1 02/18/2009 02/18/2014 Common Stock 1,564,129 $0.125 1 D
1. Name and Address of Reporting Person*
Frazier Healthcare V, LP

(Last) (First) (Middle)
601 UNION STREET, SUITE 3200

(Street)
SEATTLE WA 98101

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FHM V, LP

(Last) (First) (Middle)
601 UNION STREET, SUITE 3200

(Street)
SEATTLE WA 98101

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FHM V, LLC

(Last) (First) (Middle)
601 UNION STREET, SUITE 3200

(Street)
SEATTLE WA 98101

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Frazier Healthcare VI, L.P.

(Last) (First) (Middle)
601 UNION STREET, SUITE 3200

(Street)
SEATTLE WA 98101

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FHM VI, L.P.

(Last) (First) (Middle)
601 UNION STREET, SUITE 3200

(Street)
SEATTLE WA 98101

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FHM VI, L.L.C.

(Last) (First) (Middle)
601 UNION STREET, SUITE 3200

(Street)
SEATTLE WA 98101

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These securities were acquired and are held directly by Frazier Healthcare V, L.P. ("FH V"). FHM V, L.L.C. ("FHM V L.L.C.") is the general partner of FHM V, L.P. ("FHM V"), which is the general partner of FH V. FHM V, L.L.C. may be deemed to have voting and dispositive power with respect to the shares held by FH V. FHM V L.L.C. disclaims beneficial ownership of securities held by FH V except to the extent of any pecuniary interest therein.
2. These securities were acquired and are held directly by FH V. FHM V is the general partner of FH V and may be deemed to have voting and dispositive power with respect to the shares held by FH V. FHM V disclaims beneficial ownership of the securities held by FH V except to the extent of any pecuniary interest therein.
3. These securities were acquired and are held directly by FH V.
4. These securities were acquired and are held directly by Frazier Healthcare VI, L.P. ("FH VI"). FHM VI, L.L.C. ("FHM VI L.L.C.") is the general partner of FHM VI, L.P. ("FHM VI"), which is the general partner of FH VI. FHM VI, L.L.C. may be deemed to have voting and dispositive power with respect to the shares held by FH VI. FHM VI L.L.C. disclaims beneficial ownership of the securities held by FH VI except to the extent of any pecuniary interest therein.
5. These securities were acquired and are held directly by FH VI. FHM VI is the general partner of FH VI and may be deemed to have voting and dispositive power with respect to the shares held by FH VI. FHM VI disclaims beneficial ownership of the securities held by FH VI except to the extent of any pecuniary interest therein.
6. These securities were acquired and are held directly by FH VI.
7. The Reporting Persons may be deemed to be members of a group that beneficially owns more than ten percent (10%) of the Common Stock of the Issuer (see that certain Schedule 13G/A filed on February 20, 2009 by the Reporting Persons). The Reporting Persons disclaim the existence of a 13(d) group and this statement shall not be deemed an admission that such a group exists.
/s/ Thomas S. Hodge,Chief Operating Officer of each of FHM V, L.L.C. and FHM VI, L.L.C. 02/20/2009
** 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.
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