0001104659-14-020349.txt : 20140318 0001104659-14-020349.hdr.sgml : 20140318 20140317175000 ACCESSION NUMBER: 0001104659-14-020349 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140318 DATE AS OF CHANGE: 20140317 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Pacira Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001396814 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86096 FILM NUMBER: 14698756 BUSINESS ADDRESS: STREET 1: 5 SYLVAN WAY STREET 2: SUITE 100 CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-254-3560 MAIL ADDRESS: STREET 1: 5 SYLVAN WAY STREET 2: SUITE 100 CITY: PARSIPPANY STATE: NJ ZIP: 07054 FORMER COMPANY: FORMER CONFORMED NAME: PACIRA INC DATE OF NAME CHANGE: 20080318 FORMER COMPANY: FORMER CONFORMED NAME: Blue Acquisition Corp DATE OF NAME CHANGE: 20070418 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HBM Healthcare Investments (Cayman) Ltd. CENTRAL INDEX KEY: 0001232258 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2454 WEST BAY ROAD, 3RD FLOOR CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 1 345 946 8002 MAIL ADDRESS: STREET 1: P.O BOX 30852 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1204 FORMER COMPANY: FORMER CONFORMED NAME: HBM BIOVENTURES CAYMAN LTD DATE OF NAME CHANGE: 20030512 SC 13D/A 1 a14-8151_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

Pacira Pharmaceuticals, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

695127 10 0

(CUSP Number)

 

HBM Healthcare Investments (Cayman) Ltd.

Governors Square, Suite 4-212-2

23 Lime Tree Bay Ave.

WestBay

Grand Cayman, Cayman Islands

Telephone:  (345) 946-8002

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 5, 2014

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSP No.  695127 10 0

 

 

1.

Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)
HBM Healthcare Investments (Cayman) Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Cayman Islands, British West Indies

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7.

Sole Voting Power
1,667,307

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
1,667,307

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,667,307

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.94%(1)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

  (1) This percentage is calculated based upon 33,714,015 shares of the Issuer’s Common Stock outstanding, as reported in Issuer’s annual report on Form 10-K filed on February 25, 2014.

 

2


 

Explanatory Note:  This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) amends and  supplements the Schedule 13D previously filed with the United States Securities and Exchange Commission (the “SEC”) on February 18, 2011 and amended by Amendment No. 1 filed December 1, 2011, Amendment No. 2 filed April 2, 2013, and “Amendment No. 3 filed July 26, 2013 (the “Schedule 13 D”).  Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13 D.

 

Item 4.                                 Purpose of Transaction

 

The response set forth in Item 4 of  Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4:

 

On September 11, 2013, the Reporting Person exercised a warrant to purchase an aggregate of 37,192 shares of the Issuer’s common stock for $2.69 a share.  The Reporting Person paid the exercise price on a cashless basis resulting in the Issuer’s withholding of 2,686 of the warrant shares to pay the exercise price and issuing to Reporting Person the remaining 34,506 shares.  The Issuer also paid $7.02 to Reporting Person in lieu of a fractional share.

 

On September 11, 2013, the Reporting Person exercised a warrant to purchase an aggregate of 41,841 shares of the Issuer’s common stock for $2.69 a share.  The Reporting Person paid the exercise price on a cashless basis resulting in the Issuer’s withholding of 15,097 of the warrant shares to pay the exercise price and issuing to Reporting Person the remaining 26,744 shares.  The Issuer also paid $20.21 to Reporting Person in lieu of a fractional share.

 

The Reporting Person sold an aggregate of 24,887 shares of Common Stock in open market transactions from March 5, 2014 through March 6, 2014 for gross proceeds of approximately $1,994,895.59.

 

Item 5.                                 Interest in Securities of the Issuer

 

“Item 5.  Interest in Securities of the Issuer” of Schedule 13D is hereby amended and restated as follows:

 

(a) — (b) As of this date of this filing, the Reporting Person directly beneficially owns 1,667,307 shares of Common Stock, which in the aggregate, constitutes approximately 4.94% of the Common Stock based on 33,714,015 shares of the Issuer’s Common Stock outstanding, as reported in Issuer’s annual report on Form 10-K filed on February 25, 2014.

 

(c)                                  The following is a list of the shares sold in multiple open market transactions on March 5, 2014 and March 6, 2014 by the Reporting Person.  Upon request, the Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the Security and Exchange Commission full information regarding shares sold at each separate price within the ranges set forth below.

 

Entity

 

Date of Transaction

 

Number of
Shares Sold

 

Price Per Share

 

HBM Healthcare Investments (Cayman) Ltd.

 

March 5, 2014

 

22,687

 

$

80.1627

(1)

HBM Healthcare Investments (Cayman) Ltd.

 

March 6, 2014

 

2,200

 

$

80.1111

(2)

 

3


 

(1)         Represents the weighted average sales price for the price increments ranging from $80.07 to $80.25.

 

(2)         Represents the weighted average sales price for the price increments ranging from $80.07 to $80.55.

 

(d) Not applicable.

 

(e) This statement is being filed to report that as of March 5, 2014, the Reporting Person has ceased to be a beneficial owner of more than 5% of the class of securities.

 

4


 

Signatures

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:  March 17, 2014

 

 

HBM Healthcare Investments (Cayman) Ltd.

 

 

 

 

 

By:

/s/ Jean-Marc Lesieur

 

 

Name:

Jean-Marc Lesieur

 

 

Title

Director

 

5