Sec Form 4 Filing - TANG KEVIN C @ HERON THERAPEUTICS, INC. /DE/ - 2016-06-16

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
TANG KEVIN C
2. Issuer Name and Ticker or Trading Symbol
HERON THERAPEUTICS, INC. /DE/ [ HRTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
4747 EXECUTIVE DRIVE, SUITE 510
3. Date of Earliest Transaction (MM/DD/YY)
06/16/2016
(Street)
SAN DIEGO, CA92121
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 06/16/2016 M( 1 ) 1,250,000 ( 1 ) A $ 3.6 6,117,530 I ( 2 ) By LP ( 2 )
Common Stock 06/16/2016 F( 1 ) 243,639 ( 1 ) D $ 18.47 5,873,891 I ( 2 ) By LP ( 2 )
Common Stock 14,347 I ( 3 ) As Trustee ( 3 )
Common Stock 6,941 D ( 4 )
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
Warrant (Right to Buy) $ 3.6 06/16/2016 M( 1 ) 1,250,000 07/01/2011 07/01/2016 Common Stock 1,250,000 $ 0 0 I ( 2 ) By LP ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TANG KEVIN C
4747 EXECUTIVE DRIVE
SUITE 510
SAN DIEGO, CA92121
X X
TANG CAPITAL MANAGEMENT LLC
4747 EXECUTIVE DRIVE, SUITE 510
SAN DIEGO, CA92121
X
TANG CAPITAL PARTNERS LP
4747 EXECUTIVE DRIVE, SUITE 510
SAN DIEGO, CA92121
X
Signatures
/s/ Kevin C. Tang 06/20/2016
Signature of Reporting Person Date
/s/ Kevin C. Tang, Managing Member 06/20/2016
Signature of Reporting Person Date
/s/ Kevin C. Tang, as Managing Member of Tang Capital Management, LLC, General Partner 06/20/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On June 16, 2016, Tang Capital Partners, LP exercised a warrant to purchase 1,250,000 shares of the Issuer's Common Stock. The warrant was exercised by way of cashless exercise, which resulted in the withholding of 243,639 of the warrant shares to pay the exercise price and the issuance of 1,006,361 shares of the Issuer's Common Stock to Tang Capital Partners, LP. The exercise of the warrant, the withholding of the warrant shares and the resulting issuance of the shares of the Issuer's Common Stock were exempt under Section 16b-3 of the Securities Exchange Act of 1934.
( 2 )The securities are held by Tang Capital Partners, LP and Tang (APPA) Holdings, LLC. Kevin C. Tang is the sole manager of Tang Capital Management, LLC, which is the general partner of Tang Capital Partners, LP. Tang Capital Partners, LP is the sole manager of Tang (APPA) Holdings, LLC. Mr. Tang disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
( 3 )The securities are held by Kevin C. Tang as custodian for his minor children, as Trustee of the Kevin C. Tang Family Trust, and as Trustee of the Tang Advisors, LLC Profit Sharing Plan.
( 4 )2,147 of these securities are held by Kevin C. Tang's IRA.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.