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13G Filing: Healthcor Management LP and Pacira Pharmaceuticals Inc. (PCRX)

Published on August 14, 2017 at 2:08 pm by Insider Monkey Staff in Hedge Funds

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
HealthCor Management 0 2,500,000 0 6.2%
HealthCor Associates 0 2,500,000 0 6.2%
HealthCor Offshore Master Fund 0 782,520 0 1.9%
HealthCor Offshore GP 0 782,520 0 1.9%
HealthCor Group 0 1,275,000 0 3.2%
Arthur Cohen 0 2,500,000 0 6.2%
Joseph Healey 0 2,500,000 0 6.2%
HealthCor Sanatate Offshore Master Fund 0 492,480 0 1.2%
HealthCor Offshore II GP 0 492,480 0 1.2%

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Page 1 of 15 – SEC Filing

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

———————-

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED

PURSUANT TO RULE 13d-2

(Amendment No. )*

Pacira Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

695127100

(CUSIP
Number)

August
3, 2017

(Date of Event Which Requires Filing of
this Statement)

Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:

¨
Rule 13d-1(b)

x   Rule
13d-1(c)

¨    Rule
13d-1(d)

(Page 1 of 17 Pages)

*The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of
this cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).

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Page 2 of 15 – SEC Filing

CUSIP
No. 695127100		 13G Page
2 of 17 Pages
(1) NAMES OF REPORTING PERSONS
HealthCor Management, L.P.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (see instructions)
(a)
x
(b)
¨
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 (5)     SOLE
VOTING POWER
0
(6)      SHARED VOTING POWER
2,500,000
(7)     SOLE DISPOSITIVE
POWER
0
(8)      SHARED DISPOSITIVE
POWER
See Row 6 above
(9) AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES(see instructions)		 ¨
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
(12) TYPE OF REPORTING PERSON (see instructions)
PN

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Page 3 of 15 – SEC Filing

CUSIP
No. 695127100		 13G Page
3 of 17 Pages
(1) NAMES OF REPORTING PERSONS
HealthCor Associates, LLC
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (see instructions)
(a)
x
(b)
¨
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 (5)     SOLE
VOTING POWER
0
(6)      SHARED VOTING POWER
2,500,000
(7)     SOLE DISPOSITIVE
POWER
0
(8)      SHARED DISPOSITIVE
POWER
See Row 6 above
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
See Row 6 above
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES(see instructions)		 ¨
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
(12) TYPE OF REPORTING PERSON (see instructions)
OO –
Limited Liability company

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Page 4 of 15 – SEC Filing

CUSIP
No. 695127100		 13G Page
4 of 17 Pages
(1) NAMES OF REPORTING PERSONS
HealthCor Offshore Master Fund, L.P.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
(a)
x
(b)
¨
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 (5)     SOLE
VOTING POWER
0
(6)      SHARED VOTING POWER
782,520
(7)     SOLE DISPOSITIVE
POWER
0
(8)      SHARED DISPOSITIVE
POWER
See Row 6 above
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
See Row 6 above
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES(see instructions)		 ¨
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.9%
(12) TYPE OF REPORTING PERSON (see instructions)
PN

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Page 5 of 15 – SEC Filing

CUSIP
No. 695127100		 13G Page
5 of 17 Pages
(1) NAMES OF REPORTING PERSONS
HealthCor Offshore GP, LLC
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 (5)     SOLE
VOTING POWER
0
(6)      SHARED VOTING POWER
782,520
(7)     SOLE DISPOSITIVE
POWER
0
(8)      SHARED DISPOSITIVE
POWER
See Row 6 above
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
 

See Row 6 above
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES(see instructions)		 ¨
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.9%
(12) TYPE OF REPORTING PERSON (see instructions)
OO –
Limited Liability company

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Page 6 of 15 – SEC Filing

CUSIP
No. 695127100		 13G Page
6 of 17 Pages
(1) NAMES OF REPORTING PERSONS
HealthCor Group, LLC
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 (5)     SOLE
VOTING POWER
0
(6)      SHARED VOTING POWER
1,275,000
(7)     SOLE DISPOSITIVE
POWER
0
(8)      SHARED DISPOSITIVE
POWER

See Row 6 above
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

See Row 6 above
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES(see instructions)		 ¨
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.2%
(12) TYPE OF REPORTING PERSON (see instructions)
OO –
Limited Liability company

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Page 7 of 15 – SEC Filing

CUSIP
No. 695127100		 13G Page
7 of 17 Pages
(1) NAMES OF REPORTING PERSONS
Arthur Cohen
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 (5)     SOLE
VOTING POWER
0
(6)      SHARED VOTING POWER
2,500,000
(7)     SOLE DISPOSITIVE
POWER
0
(8)      SHARED DISPOSITIVE
POWER

See Row 6 above
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

See Row 6 above
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES(see instructions)		 ¨
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
(12) TYPE OF REPORTING PERSON (see instructions)
IN

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Page 8 of 15 – SEC Filing

CUSIP
No. 695127100		 13G Page
8 of 17 Pages
(1) NAMES OF REPORTING PERSONS
Joseph Healey
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 (5)     SOLE
VOTING POWER
0
(6)      SHARED VOTING POWER
2,500,000
(7)     SOLE DISPOSITIVE
POWER
0
(8)      SHARED DISPOSITIVE
POWER

See Row 6 above
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

See Row 6 above
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES(see instructions)		 ¨
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
(12) TYPE OF REPORTING PERSON (see instructions)
IN

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Page 9 of 15 – SEC Filing

CUSIP
No. 695127100		 13G Page
9 of 17 Pages
(1) NAMES OF REPORTING PERSONS
HealthCor Sanatate Offshore Master Fund, L.P.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 (5)     SOLE
VOTING POWER
0
(6)      SHARED VOTING POWER
492,480
(7)     SOLE DISPOSITIVE
POWER
0
(8)      SHARED DISPOSITIVE
POWER

See Row 6 above
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
 

See Row 6 above
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES(see instructions)		 ¨
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%
(12) TYPE OF REPORTING PERSON (see instructions)
PN

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Page 10 of 15 – SEC Filing

CUSIP
No. 695127100		 13G Page
10 of 17 Pages
(1) NAMES OF REPORTING PERSONS
HealthCor Offshore II GP, LLC
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 (5)     SOLE VOTING POWER
0
(6)      SHARED VOTING POWER
492,480
(7)     SOLE DISPOSITIVE
POWER
0
(8)      SHARED DISPOSITIVE
POWER

See Row 6 above
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
 

See Row 6 above
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES(see instructions)		 ¨
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%
(12) TYPE OF REPORTING PERSON (see instructions)
OO –
Limited Liability company

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Page 11 of 15 – SEC Filing

CUSIP
No. 695127100		 13G Page
11 of 15 Pages
Item 1(a). Name of Issuer:
Pacira Pharmaceuticals, Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
5 Sylvan Way, Suite 300, Parsippany, NJ 07054
Item 2(a, b, c). Name of Person Filing:
(i) HealthCor Management, L.P., a Delaware limited partnership,
Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;
(ii) HealthCor Associates, LLC, a Delaware limited liability
company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;
(iii) HealthCor Offshore Master Fund, L.P., a Cayman Islands
limited partnership, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;
(iv) HealthCor Offshore GP, LLC, a Delaware limited liability
company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;
(v) HealthCor Group, LLC, a Delaware limited liability company,
Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;
(vi) Joseph Healey, Carnegie Hall Tower, 152 West 57th Street,
43rd Floor, New York, New York 10019;
(vii) Arthur Cohen, 12 South Main Street, #203 Norwalk, CT 06854;
(viii) HealthCor Sanatate Offshore Master Fund, L.P., a Cayman
Islands limited partnership, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019; and
(ix) HealthCor Offshore II GP, LLC, a Delaware limited liability
company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019.
Both Mr. Healey and Mr. Cohen are United States citizens.
The persons at (i) through (ix) above are collectively referred
to herein as the “Reporting Persons”.

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Page 12 of 15 – SEC Filing

CUSIP
No. 695127100		 13G Page
12 of 15 Pages
Item 2(d). Title of Class of Securities: Common Stock (the “Common Stock”)
Item 2(e). CUSIP Number: 695127100
Item 3. Not applicable.
Item 4. Ownership.
The information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto
and is incorporated herein by reference for each such Reporting Person.
Collectively, HealthCor Offshore Master Fund, L.P. and HealthCor Sanatate Offshore Master Fund, L.P. (each a “Fund”
and together, the “Funds”) are the beneficial owners of a total of 1,275,000 shares of the Common Stock of the Issuer.
In addition, HealthCor Management, L.P. manages separately managed accounts that collectively hold a total of 1,225,000 shares
of the Common Stock of the Issuer.
HealthCor Offshore GP, LLC is the general partner of HealthCor Offshore Master Fund, L.P. Accordingly, HealthCor Offshore
GP, LLC may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Offshore Master
Fund, L.P. HealthCor Group, LLC is the managing member of HealthCor Offshore GP, LLC and, therefore, may be deemed to beneficially
own the shares of Common Stock that are beneficially owned by HealthCor Offshore Master Fund, L.P.
HealthCor Offshore II GP, LLC is the general partner of HealthCor Sanatate Offshore Master Fund, L.P. Accordingly, HealthCor
Offshore II GP, LLC may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor
Sanatate Offshore Master Fund, L.P. HealthCor Group, LLC is the managing member of HealthCor Offshore II GP, LLC and, therefore,
may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Sanatate Offshore Master
Fund, L.P.
By virtue of its position as the investment manager of the Funds, HealthCor Management, L.P. may be deemed a beneficial
owner of all the shares of Common Stock owned by the Funds, as well as those it manages through separately managed accounts.
HealthCor Associates, LLC is the general partner of HealthCor Management, L.P. and thus may also be deemed to beneficially
own the shares of Common Stock that are beneficially owned by the Funds.
As the Managers of HealthCor Associates, LLC, Arthur Cohen and Joseph Healey exercise both voting and investment power
with respect to the shares of Common Stock reported herein, and therefore each may be deemed a beneficial owner of such Common
Stock.

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Page 13 of 15 – SEC Filing

CUSIP
No. 695127100		 13G Page
13 of 15 Pages
Each of the Reporting Persons hereby disclaims any beneficial ownership of any such shares of Common Stock in excess of
their actual pecuniary interest therein.
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check the following ¨.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
See Exhibit I.
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibits:
Exhibit I: Joint Acquisition Statement

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Page 14 of 15 – SEC Filing

CUSIP
No. 695127100		 13G Page
14 of 15 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.

DATED: August 11, 2017

 

HEALTHCOR
MANAGEMENT, L.P.
By: HealthCor Associates, LLC, its general partner
/s/ Anabelle
P. Gray
Name: Anabelle P. Gray
Title: General Counsel

HEALTHCOR OFFSHORE GP, LLC, for itself and as general partner
of behalf of HEALTHCOR OFFSHORE MASTER FUND, L.P.

By: HealthCor Group, LLC, its general partner
/s/ Anabelle
P. Gray
Name: Anabelle P. Gray
Title: General Counsel

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Page 15 of 15 – SEC Filing

CUSIP
No. 695127100		 13G Page
15 of 15 Pages

HEALTHCOR OFFSHORE II GP, LLC, for itself and as general
partner of behalf of HEALTHCOR SANATATE OFFSHORE MASTER FUND, L.P.

By: HealthCor Group, LLC, its general partner
/s/ Anabelle
P. Gray
Name: Anabelle P. Gray
Title: General Counsel

HEALTHCOR ASSOCIATES, LLC

/s/ Anabelle
P. Gray
Name:  Anabelle P. Gray
Title: General Counsel

HEALTHCOR GROUP, LLC

By: /s/ Anabelle P. Gray
Name: Anabelle P. Gray
Title: General Counsel

JOSEPH HEALEY, Individually

/s/ Joseph
Healey
 

ARTHUR COHEN, Individually

/s/ Arthur
Cohen

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