Sec Form 4/A Filing - Sanderling Venture Partners VI LP @ Pacira Pharmaceuticals, Inc. - 2013-01-24

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FORM 4/A
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)
01/24/2013
(Street)
SAN MATEO, CA94402
4. If Amendment, Date Original Filed (MM/DD/YY)
01/25/2013
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 01/24/2013 S 500,000 D $ 18.93 882,562 D ( 1 ) ( 6 ) ( 7 ) ( 9 )
Common Stock 1,336,113 D ( 2 ) ( 6 ) ( 7 ) ( 9 )
Common Stock 47,754 D ( 3 ) ( 6 ) ( 7 ) ( 9 )
Common Stock 56,896 D ( 4 ) ( 6 ) ( 7 ) ( 9 )
Common Stock 12/06/2012 J 98,596 D $ 0 0 D ( 5 ) ( 6 ) ( 7 ) ( 9 )
Common Stock 42,833 D ( 8 ) ( 9 )
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
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 Ventures Management VI
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 IV CO INVESTMENT FUND LP
C/O SANDERLING VENTURES
400 SOUTH EL CAMINO REAL, SUITE 1200
SAN MATEO, CA94402
X
MIDDLETON FRED A
C/O SANDERLING VENTURES
400 SOUTH EL CAMINO REAL, SUITE 1200
SAN MATEO, CA94402
X X
Signatures
/s/ See Ex. 99.1 04/15/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities are held directly by Sanderling Venture Partners VI, L.P.
( 2 )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.
( 3 )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.
( 4 )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.
( 5 )On December 6, 2012, Sanderling Ventures Management IV distributed an aggregate of 98,596 shares of the Issuer's common stock pro rata to its general partners. The address for Sanderling Ventures Management VI is c/o Sanderling Ventures, 400 South El Camino Real, Suite 1200, San Mateo, CA 94402.
( 6 )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.,
( 7 )Sanderling VI Beteiligungs GmbH & Co. KG, Sanderling VI Limited Partnership and Sanderling Venture Partners VI Co-Investment Fund, L.P. Mr. Middleton is the owner of Sanderling Ventures Management VI and he may be deemed to have voting and investment power over shares held of record by Sanderling Ventures Management VI. Mr. Middleton disclaims beneficial ownership over the shares held by Sanderling Ventures and its affiliates, except to the extent of his pecuniary interest therein.
( 8 )The securities are held directly by Fred Middleton. The address for Fred Middleton is c/o Sanderling Ventures, 400 South El Camino Real, Suite 1200, San Mateo, CA 94402.
( 9 )The prior Form 4 did not include Mr. Middleton as a reporting person. This amended Form 4 has been filed solely to add Mr. Middleton as a reporting person.

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