Sec Form 4 Filing - Sanderling Venture Partners VI LP @ Pacira Pharmaceuticals, Inc. - 2013-03-07

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Sanderling Venture Partners VI LP
2. Issuer Name and Ticker or Trading Symbol
Pacira Pharmaceuticals, Inc. [ PCRX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SANDERLING VENTURES, 400 SOUTH EL CAMINO REAL, SUITE 1200
3. Date of Earliest Transaction (MM/DD/YY)
03/07/2013
(Street)
SAN MATEO, CA94402
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/07/2013 X 17,973 A $ 2.69 900,535 D ( 1 ) ( 5 )
Common Stock 03/07/2013 X 629 A $ 2.69 48,383 D ( 2 ) ( 5 )
Common Stock 03/07/2013 X 750 A $ 2.69 57,646 D ( 3 ) ( 5 )
Common Stock 03/07/2013 X 17,839 A $ 2.69 1,353,952 D ( 4 ) ( 5 )
Common Stock 03/07/2013 S( 6 ) 1,866 D $ 25.92 898,669 D ( 1 ) ( 5 )
Common Stock 03/07/2013 S( 7 ) 66 D $ 25.92 48,317 D ( 2 ) ( 5 )
Common Stock 03/07/2013 S( 8 ) 78 D $ 25.92 57,568 D ( 3 ) ( 5 )
Common Stock 03/07/2013 S( 9 ) 1,852 D $ 25.92 1,352,100 D ( 4 ) ( 5 )
Common Stock 03/07/2013 X 20,220 A $ 13.44 918,889 D ( 1 ) ( 5 )
Common Stock 03/07/2013 X 708 A $ 13.44 49,025 D ( 2 ) ( 5 )
Common Stock 03/07/2013 X 843 A $ 13.44 58,411 D ( 3 ) ( 5 )
Common Stock 03/07/2013 X 20,069 A $ 13.44 1,372,169 D ( 4 ) ( 5 )
Common Stock 03/07/2013 S( 10 ) 10,485 D $ 25.92 908,404 D ( 1 ) ( 5 )
Common Stock 03/07/2013 S( 11 ) 368 D $ 25.92 48,657 D ( 2 ) ( 5 )
Common Stock 03/07/2013 S( 12 ) 438 D $ 25.92 57,973 D ( 3 ) ( 5 )
Common Stock 03/07/2013 S( 13 ) 10,407 D $ 25.92 1,361,762 D ( 4 ) ( 5 )
Common Stock 03/11/2013 S 348,951 D $ 27.86 559,453 D ( 1 ) ( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Common Stock Warrants (right to buy) $ 2.69 03/07/2013 X 17,973 01/22/2009 01/21/2014 Common Stock 17,973 $ 0 0 D ( 1 ) ( 5 )
Common Stock Warrants (right to buy) $ 2.69 03/07/2013 X 629 01/22/2009 01/21/2014 Common Stock 629 $ 0 0 D ( 2 ) ( 5 )
Common Stock Warrants (right to buy) $ 2.69 03/07/2013 X 750 01/22/2009 01/21/2014 Common Stock 750 $ 0 0 D ( 3 ) ( 5 )
Common Stock Warrants (right to buy) $ 2.69 03/07/2013 X 17,839 01/22/2009 01/21/2014 Common Stock 17,839 $ 0 0 D ( 4 ) ( 5 )
Common Stock Warrants (right to buy) $ 13.44 03/07/2013 X 20,220 12/29/2010 12/29/2017 Common Stock 20,220 $ 0 0 D ( 1 ) ( 5 )
Common Stock Warrants (right to buy) $ 13.44 03/07/2013 X 708 12/29/2010 12/29/2017 Common Stock 708 $ 0 0 D ( 2 ) ( 5 )
Common Stock Warrants (right to buy) $ 13.44 03/07/2013 X 843 12/29/2010 12/29/2017 Common Stock 843 $ 0 0 D ( 3 ) ( 5 )
Common Stock Warrants (right to buy) $ 13.44 03/07/2013 X 20,069 12/29/2010 12/29/2017 Common Stock 20,069 $ 0 0 D ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sanderling Venture Partners VI LP
C/O SANDERLING VENTURES
400 SOUTH EL CAMINO REAL, SUITE 1200
SAN MATEO, CA94402
X
Sanderling VI Beteiligungs GmbH & Co KG
C/O SANDERLING VENTURES
400 SOUTH EL CAMINO REAL, SUITE 1200
SAN MATEO, CA94402
X
Sanderling VI Limited Partnership
C/O SANDERLING VENTURES
400 SOUTH EL CAMINO REAL, SUITE 1200
SAN MATEO, CA94402
X
Sanderling Venture Partners VI Co Investment Fund LP
C/O SANDERLING VENTURES
400 SOUTH EL CAMINO REAL, SUITE 1200
SAN MATEO, CA94402
X
Signatures
/s/ See Ex. 99.1 03/11/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities are held directly by Sanderling Venture Partners VI, L.P. The address for Sanderling Venture Partners VI , L.P. is c/o Sanderling Ventures, 400 South El Camino Real, Suite 1200, San Mateo, CA 94402.
( 2 )The securities are held by Sanderling VI Beteiligungs GmbH & Co. KG. The address for Sanderling VI Beteiligungs GmbH & Co. KG is c/o Sanderling Ventures, 400 South El Camino Real, Suite 1200, San Mateo, CA 94402.
( 3 )The securities are held directly by Sanderling VI Limited Partnership. The address for Sanderling VI Limited Partnership is c/o Sanderling Ventures, 400 South El Camino Real, Suite 1200, San Mateo, CA 94402.
( 4 )The securities are held directly by Sanderling Venture Partners VI Co-Investment Fund, L.P. The address for Sanderling Venture Partners VI Co-Investment Fund, L.P. is c/o Sanderling Ventures, 400 South El Camino Real, Suite 1200, San Mateo, CA 94402.
( 5 )Fred Middleton, a member of the Board of Directors of the Issuer, is a managing director of Middleton, McNeil, Mills & Associates VI, LLC, which has the ultimate voting and investment power over shares held of record by Sanderling Venture Partners VI, L.P., Sanderling VI Beteiligungs GmbH & Co. KG, Sanderling VI Limited Partnership and Sanderling Venture Partners VI Co-Investment Fund, L.P. and he may be deemed to have voting and investment power over shares held of record by Sanderling Venture Partners VI, L.P., Sanderling VI Beteiligungs GmbH & Co. KG, Sanderling VI Limited Partnership and Sanderling Venture Partners VI Co-Investment Fund, L.P.
( 6 )On March 7, 2013, the reporting person exercised a warrant to purchase 17,973 shares of PCRX common stock for $2.69 per share. The reporting person paid the exercise price on a cashless basis, resulting in PCRX's withholding of 1,866 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 16,107 shares. PCRX also paid $19.35 to the reporting person in lieu of a fractional share.
( 7 )On March 7, 2013, the reporting person exercised a warrant to purchase 629 shares of PCRX common stock for $2.69 per share. The reporting person paid the exercise price on a cashless basis, resulting in PCRX's withholding of 66 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 563 shares. PCRX also paid $18.71 to the reporting person in lieu of a fractional share.
( 8 )On March 7, 2013, the reporting person exercised a warrant to purchase 750 shares of PCRX common stock for $2.69 per share. The reporting person paid the exercise price on a cashless basis, resulting in PCRX's withholding of 78 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 672 shares. PCRX also paid $4.26 to the reporting person in lieu of a fractional share.
( 9 )On March 7, 2013, the reporting person exercised a warrant to purchase 17,839 shares of PCRX common stock for $2.69 per share. The reporting person paid the exercise price on a cashless basis, resulting in PCRX's withholding of 1,852 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 15,987 shares. PCRX also paid $16.93 to the reporting person in lieu of a fractional share.
( 10 )On March 7, 2013, the reporting person exercised a warrant to purchase 20,220 shares of PCRX common stock for $13.44 per share. The reporting person paid the exercise price on a cashless basis, resulting in PCRX's withholding of 10,485 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 9,735 shares. PCRX also paid $14.40 to the reporting person in lieu of a fractional share.
( 11 )On March 7, 2013, the reporting person exercised a warrant to purchase 708 shares of PCRX common stock for $13.44 per share. The reporting person paid the exercise price on a cashless basis, resulting in PCRX's withholding of 368 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 340 shares. PCRX also paid $23.04 to the reporting person in lieu of a fractional share.
( 12 )On March 7, 2013, the reporting person exercised a warrant to purchase 843 shares of PCRX common stock for $13.44 per share. The reporting person paid the exercise price on a cashless basis, resulting in PCRX's withholding of 438 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 405 shares. PCRX also paid $23.04 to the reporting person in lieu of a fractional share.
( 13 )On March 7, 2013, the reporting person exercised a warrant to purchase 20,069 shares of PCRX common stock for $13.44 per share. The reporting person paid the exercise price on a cashless basis, resulting in PCRX's withholding of 10,407 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 9,662 shares. PCRX also paid $22.08 to the reporting person in lieu of a fractional share.

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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