UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities
Exchange Act of 1934
(Amendment No. 2)*
Pacira BioSciences, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
695127100
(CUSIP NUMBER)
Kevin Livingston
1370 Avenue of the Americas, 33rd Floor
New York NY 10019
(212) 660-8060
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 9, 2019
(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 which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box ☒.
The information required in 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, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
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CUSIP No. 695127100
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13D
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1
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NAME OF REPORTING PERSONS
Consonance Capital Management LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
2,789,916
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
2,789,916
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,789,916
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
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14
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TYPE OF REPORTING PERSON*
IA, PN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 695127100
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13D
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1
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NAME OF REPORTING PERSONS
Consonance Capman GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
2,789,916
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
2,789,916
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,789,916
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
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14
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TYPE OF REPORTING PERSON*
HC, OO
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 695127100
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13D
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1
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NAME OF REPORTING PERSONS
Mitchell Blutt
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
2,789,916
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
2,789,916
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,789,916
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
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14
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TYPE OF REPORTING PERSON*
HC, IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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Amendment No. 2 to Schedule 13D
The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed with the Securities and Exchange
Commission (“SEC”) by Consonance Capital Management LP, a Delaware limited partnership (“Consonance”), Consonance Capman GP LLC, a Delaware limited liability company (“Capman”), and Dr. Mitchell Blutt, the principal of Consonance (collectively, the
“Reporting Persons”) on October 22, 2018, as amended by Amendment No. 1 filed on June 5, 2019. This Amendment No. 2 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the
Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
This Schedule 13D relates to Common Stock of the Issuer purchased by Consonance through the accounts of Consonance’s private
fund client and potentially through its managed account client (collectively, the “Consonance Investors”). Consonance serves as the investment manager to the Consonance Investors and may direct the vote and dispose of the 2,789,916 shares of Common
Stock held by the Consonance Investors. As the general partner of Consonance, Capman may direct the vote and disposition of the 2,789,916 shares of Common Stock held by the Consonance Investors. As the principal of Consonance, Dr. Blutt may direct
the vote and disposition of the 2,789,916 shares of Common Stock held by the Consonance Investors.
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Item 4.
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Purpose of the Transaction
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Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:
This Amendment No. 2 is being filed to report dispositions of beneficial ownership of shares of Common Stock in an amount equal
to one percent or more of the Issuer’s outstanding Common Stock since the Reporting Persons filed their previous amendment to Schedule 13D. The disclosure in Item 5(c) below regarding transactions in the Issuer’s Common Stock effected during the
previous 60 days is incorporated by reference herein. Consistent with their investment purpose, the Reporting Persons may make, or cause, further dispositions of Common Stock from time to time and may acquire, or cause to be acquired, additional
shares of Common Stock, in each case depending on market conditions and other factors.
The Reporting Persons continuously assess the Issuer’s business, financial condition, results of operations and prospects,
general economic conditions, other developments and additional investment opportunities. Depending on such assessments, the Reporting Persons may acquire additional securities of the Issuer or new securities of the Issuer or may determine to
purchase, sell or otherwise dispose of all or some of the Issuer’s securities beneficially owned by the Reporting Persons in the open market, as applicable, in privately negotiated transactions, in transactions directly with the Issuer or
otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment
opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment decision.
Except as set forth herein, the Reporting Persons do not have present plans or proposals at this time that relate to or would
result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
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Item 5.
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Interest in Securities of the Issuer
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Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) The aggregate percentage of Common Stock reported to be beneficially owned by the Reporting Persons is based on 41,296,937
shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of April 28, 2019, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on May 2, 2019.
Consonance, as the investment manager of the Consonance Investors, may be deemed to beneficially own the 2,789,916 shares of
Common Stock held by the Consonance Investors, representing approximately 6.8% of the issued and outstanding shares of Common Stock of the Issuer.
In addition, Capman and Dr. Blutt, as the general partner and principal, respectively, of Consonance, the investment manager
of the Consonance Investors, may also be deemed to beneficially own the 2,789,916 shares of Common Stock beneficially owned by the Consonance Investors, representing approximately 6.8% of the issued and outstanding shares of Common Stock of the
Issuer.
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section
13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the shares of Common Stock reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the shares of Common Stock reported
herein that are not directly owned by such Reporting Person. No Other Officer beneficially owns any shares of Common Stock of the Issuer.
(b) Consonance, Capman and Dr. Blutt have the shared power to vote and dispose of the Common Stock held by the Consonance
Investors reported in this Schedule 13D.
(c) Except as previously disclosed in this Schedule 13D, as amended, Annex A attached hereto lists all transactions in the Common Stock during the past sixty (60) days by the Reporting Persons (on behalf of the Consonance Investors). Each of the transactions in the Common Stock
were effected in the open market.
(d) The Consonance Investors hold the shares of Common Stock reported herein. Consonance Capital Master Account L.P. has the
right to receive and the power to direct the receipt of dividends from, and proceeds from the sale of, more than five percent of the outstanding shares of Common Stock. Other than as set forth herein, no person other than the Reporting Persons is
known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock.
(e) Not applicable.
Signatures
After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated: July 10, 2019
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CONSONANCE CAPITAL MANAGEMENT LP
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By: Consonance Capman GP LLC
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| By: /s/ Mitchell Blutt | |||
| Mitchell Blunt |
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| Managing Member |
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CONSONANCE CAPMAN GP LLC
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| By: /s/ Mitchell Blutt |
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Mitchell Blutt
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| Managing Member |
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| /s/ Mitchell Blutt |
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| Mitchell Blutt |
ANNEX A
Except as previously disclosed in this Schedule 13D, as amended, the following table sets forth all transactions with respect
to shares of Common Stock of the Issuer of which the Reporting Persons may be deemed to have beneficial ownership effected in the past 60 days. All such transactions were sales of Common Stock effected in the open market, and the table excludes
commissions paid in per share prices.
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Trade Date
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Buy/Sell
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Shares
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Per Share Cost
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6/05/2019
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Sell
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4,998
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$43.6981
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6/05/2019
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Sell
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20,002
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$43.6981
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6/06/2019
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Sell
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1,779
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$42.8296
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6/06/2019
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Sell
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7,121
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$42.8296
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6/12/2019
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Sell
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2,947
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$43.5156
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6/12/2019
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Sell
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1,359
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$43.5650
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6/12/2019
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Sell
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1,039
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$43.5865
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6/12/2019
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Sell
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11,793
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$43.5156
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6/12/2019
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Sell
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5,441
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$43.5650
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6/12/2019
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Sell
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4,161
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$43.5865
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6/13/3019
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Sell
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904
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$44.5976
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6/13/2019
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Sell
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3,620
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$44.5976
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6/14/2019
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Sell
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1,999
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$43.7922
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6/14/2019
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Sell
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8,001
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$43.7922
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6/17/2019
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Sell
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1,999
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$43.0508
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6/17/2019
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Sell
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8,001
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$43.0508
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6/19/2019
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Sell
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1,999
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$43.6628
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6/19/2019
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Sell
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8,001
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$43.6628
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6/20/2019
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Sell
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4,998
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$43.9318
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6/20/2019
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Sell
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20,002
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$43.9318
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6/21/2019
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Sell
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19,994
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$43.7154
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6/21/2019
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Sell
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80,006
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$43.7154
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6/24/2019
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Sell
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4,998
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$43.3136
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6/24/2019
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Sell
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20,002
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$43.3136
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6/25/2019
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Sell
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13,492
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$43.6735
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6/25/2019
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Sell
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53,987
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$43.6735
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6/26/2019
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Sell
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18,594
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$43.2466
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6/26/2019
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Sell
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74,406
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$43.2466
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7/09/2019
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Sell
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1,999
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$43.2954
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7/09/2019
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Sell
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8,001
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$43.2954
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