Filing Details
- Accession Number:
- 0001214659-16-010879
- Form Type:
- 13D Filing
- Publication Date:
- 2016-04-14 16:15:26
- Filed By:
- Tang Capital Partners Lp
- Company:
- Heron Therapeutics Inc. (NASDAQ:HRTX)
- Filing Date:
- 2016-04-14
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Tang Capital Partners | 0 | 6,117,530 | 0 | 6,117,530 | 6,117,530 | 16.3% |
| Tang Capital Management | 0 | 6,117,530 | 0 | 6,117,530 | 6,117,530 | 16.3% |
| Kevin C. Tang | 410,213 | 6,117,530 | 410,213 | 6,117,530 | 6,527,743 | 17.4% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
| Heron Therapeutics, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.01 per share |
| (Title of Class of Securities) |
| 427746102 |
| (CUSIP Number) |
| Kevin C. Tang Tang Capital Management, LLC |
| 4747 Executive Drive, Suite 510 |
| San Diego, CA 92121 |
| (858) 200-3830 |
| (Name, Address and Telephone Number of Person Authorized to |
| Receive Notices and Communications) |
| April 11, 2016 |
| (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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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 (“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).
(Continued on following pages)
| CUSIP NO. 427746102 | 13D/A | Page 2 of 8 |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Tang Capital Partners, LP | ||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ý | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds WC | ||
| 5. | Check If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Delaware | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | |
| 8. | Shared Voting Power 6,117,530 | ||
| 9. | Sole Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 6,117,530 | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,117,530 | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 16.3% | ||
| 14 | Type of Reporting Person PN | ||
| CUSIP NO. 427746102 | 13D/A | Page 3 of 8 |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Tang Capital Management, LLC | ||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ý | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds WC | ||
| 5. | Check If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Delaware | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | |
| 8. | Shared Voting Power 6,117,530 | ||
| 9. | Sole Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 6,117,530 | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,117,530 | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 16.3% | ||
| 14 | Type of Reporting Person OO | ||
| CUSIP NO. 427746102 | 13D/A | Page 4 of 8 |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Kevin C. Tang | ||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ý | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds PF, WC, OO | ||
| 5. | Check If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization United States | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 410,213 | |
| 8. | Shared Voting Power 6,117,530 | ||
| 9. | Sole Dispositive Power 410,213 | ||
| 10. | Shared Dispositive Power 6,117,530 | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,527,743 | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 17.4% | ||
| 14 | Type of Reporting Person IN | ||
Item 3 of the Statement is hereby amended to add the following:
On December 22, 2015, the Issuer granted to Kevin C. Tang stock options to purchase an aggregate of 17,000 shares of Common Stock at an exercise price of $29.41 per share. The stock options vest monthly over a one-year period.
Tang Capital Partners, LP received $66,035, $67,026, $68,031 and $69,051 principal amount of senior secured convertible notes due 2021 (the “Notes”) on each of July 1, 2015, October 1, 2015, January 1, 2016 and April 1, 2016, respectively, as interest in-kind on the existing Notes held by Tang Capital Partners, LP.
Tang Capital Partners, LP holds some of its shares in commingled margin accounts, which may extend margin credit to Tang Capital Partners, LP as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in these accounts. The margin accounts may from time to time have debit balances. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the securities reported herein.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
| (a) | Amount beneficially owned and percentage of class: | |
| Tang Capital Partners, LP | 6,117,530 shares, representing 16.3% of the class | |
| Tang Capital Management, LLC | 6,117,530 shares, representing 16.3% of the class | |
| Kevin C. Tang | 6,527,743 shares, representing 17.4% of the class | |
| (b) | Voting and disposition powers: | |
| Sole power to vote or direct the vote: | ||
| Tang Capital Partners, LP | 0 shares | |
| Tang Capital Management, LLC | 0 shares | |
| Kevin C. Tang | 410,213 shares | |
| Shared power to vote or direct the vote: | ||
| Tang Capital Partners, LP | 6,117,530 shares | |
| Tang Capital Management, LLC | 6,117,530 shares | |
| Kevin C. Tang | 6,117,530 shares | |
| | Sole power to dispose or direct the disposition: | |
| Tang Capital Partners, LP | 0 shares | |
| Tang Capital Management, LLC | 0 shares | |
| Kevin C. Tang | 410,213 shares | |
| Shared power to dispose or direct the disposition: | ||
| Tang Capital Partners, LP | 6,117,530 shares | |
| Tang Capital Management, LLC | 6,117,530 shares | |
| Kevin C. Tang | 6,117,530 shares | |
(c) Other than the transactions described in Item 3, none of the Reporting Persons have effected any transaction in the Issuer’s Common Stock within the last 60 days.
(d) N/A.
(e) N/A.