SEC Filing | Pacira BioSciences, Inc.

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SEC FORM 4/A SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Sanderling Venture Partners VI LP

(Last)

(First)

(Middle)

C/O SANDERLING VENTURES

400 SOUTH EL CAMINO REAL, SUITE 1200

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/11/2013

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/07/2013		X		17,973	A	$2.69	900,535	D⁽¹⁾⁽⁵⁾⁽¹⁵⁾
Common Stock	03/07/2013		X		629	A	$2.69	48,383	D⁽²⁾⁽⁵⁾⁽¹⁵⁾
Common Stock	03/07/2013		X		750	A	$2.69	57,646	D⁽³⁾⁽⁵⁾⁽¹⁵⁾
Common Stock	03/07/2013		X		17,839	A	$2.69	1,353,952	D⁽⁴⁾⁽⁵⁾⁽¹⁵⁾
Common Stock	03/07/2013		S⁽⁶⁾		1,866	D	$25.92	898,669	D⁽¹⁾⁽⁵⁾⁽¹⁵⁾
Common Stock	03/07/2013		S⁽⁷⁾		66	D	$25.92	48,317	D⁽²⁾⁽⁵⁾⁽¹⁵⁾
Common Stock	03/07/2013		S⁽⁸⁾		78	D	$25.92	57,568	D⁽³⁾⁽⁵⁾⁽¹⁵⁾
Common Stock	03/07/2013		S⁽⁹⁾		1,852	D	$25.92	1,352,100	D⁽⁴⁾⁽⁵⁾⁽¹⁵⁾
Common Stock	03/07/2013		X		20,220	A	$13.44	918,889	D⁽¹⁾⁽⁵⁾⁽¹⁵⁾
Common Stock	03/07/2013		X		708	A	$13.44	49,025	D⁽²⁾⁽⁵⁾⁽¹⁵⁾
Common Stock	03/07/2013		X		843	A	$13.44	58,411	D⁽³⁾⁽⁵⁾⁽¹⁵⁾
Common Stock	03/07/2013		X		20,069	A	$13.44	1,372,169	D⁽⁴⁾⁽⁵⁾⁽¹⁵⁾
Common Stock	03/07/2013		S⁽¹⁰⁾		10,485	D	$25.92	908,404	D⁽¹⁾⁽⁵⁾⁽¹⁵⁾
Common Stock	03/07/2013		S⁽¹¹⁾		368	D	$25.92	48,657	D⁽²⁾⁽⁵⁾⁽¹⁵⁾
Common Stock	03/07/2013		S⁽¹²⁾		438	D	$25.92	57,973	D⁽³⁾⁽⁵⁾⁽¹⁵⁾
Common Stock	03/07/2013		S⁽¹³⁾		10,407	D	$25.92	1,361,762	D⁽⁴⁾⁽⁵⁾⁽¹⁵⁾
Common Stock	03/11/2013		S		348,951	D	$27.86	559,453	D⁽¹⁾⁽⁵⁾⁽¹⁵⁾
Common Stock								42,833	D⁽¹⁴⁾⁽¹⁵⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾⁽¹⁵⁾
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⁾⁽¹⁵⁾
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⁾⁽¹⁵⁾
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⁾⁽¹⁵⁾
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⁾⁽¹⁵⁾
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⁾⁽¹⁵⁾
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⁾⁽¹⁵⁾
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⁾⁽¹⁵⁾

1. Name and Address of Reporting Person^*

Sanderling Venture Partners VI LP

(Last)

(First)

(Middle)

C/O SANDERLING VENTURES

400 SOUTH EL CAMINO REAL, SUITE 1200

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sanderling VI Beteiligungs GmbH & Co KG

(Last)

(First)

(Middle)

C/O SANDERLING VENTURES

400 SOUTH EL CAMINO REAL, SUITE 1200

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sanderling VI Limited Partnership

(Last)

(First)

(Middle)

C/O SANDERLING VENTURES

400 SOUTH EL CAMINO REAL, SUITE 1200

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sanderling Venture Partners VI Co Investment Fund LP

(Last)

(First)

(Middle)

C/O SANDERLING VENTURES

400 SOUTH EL CAMINO REAL, SUITE 1200

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MIDDLETON FRED A

(Last)

(First)

(Middle)

C/O SANDERLING VENTURES

400 SOUTH EL CAMINO REAL, SUITE 1200

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

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.

14. 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.

15. 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.

	/s/ See Ex. 99.1	04/15/2013
	** Signature of Reporting Person	Date
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.

EXHIBIT 99

EXHIBIT 99.1

SANDERLING VENTURE PARTNERS VI, L.P.


By:	Middleton, McNeil, Mills & Associates VI, LLC

By:	/s/ Fred A. Middleton
	Fred A. Middleton
	Managing Director


SANDERLING VI BETEILIGUNGS GMBH & CO. KG

By:	Middleton, McNeil, Mills & Associates VI, LLC

By:	/s/ Fred A. Middleton
	Fred A. Middleton
	Managing Director


SANDERLING VI LIMITED PARTNERSHIP

By:	Middleton, McNeil, Mills & Associates VI, LLC

By:	/s/ Fred A. Middleton
	Fred A. Middleton
	Managing Director


SANDERLING VENTURE PARTNERS VI CO-INVESTMENT FUND, L.P.

By:	Middleton, McNeil, Mills & Associates VI, LLC

By:	/s/ Fred A. Middleton
	Fred A. Middleton
	Managing Director

/s/ Fred A. Middleton
Fred A. Middleton