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Filing Details

Accession Number:: 0001104659-11-006464
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-02-10 12:00:00
Reporting Period:: 2011-02-08

Filing Date:: 2011-02-10
Accepted Time:: 2011-02-10 18:47:07
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1396814	Pacira Pharmaceuticals Inc.	PCRX	Pharmaceutical Preparations (2834)	000000000

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1055949	D Samuel Isaly	767 Third Avenue, 30Th Floor New York NY 10017	No	No	Yes	No
1055951	Orbimed Advisors Llc	767 Third Avenue, 30Th Floor New York NY 10017	No	No	Yes	No
1432241	Orbimed Capital Gp Iii Llc	767 Third Avenue, 30Th Floor New York NY 10017	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2011-02-08	1,473,645	$0.00	1,566,625	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2011-02-08	14,035	$0.00	1,580,660	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2011-02-08	705,845	$13.44	2,286,505	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2011-02-08	6,722	$13.44	2,293,227	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2011-02-08	265,331	$7.00	2,558,558	No	4	P	Indirect	See footnotes
Common Stock	Acquisiton	2011-02-08	2,526	$7.00	2,561,084	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2011-02-08	265,330	$7.00	2,826,414	No	4	P	Indirect	See footnotes
Common Stock	Acquisiton	2011-02-08	2,527	$7.00	2,828,941	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnotes
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnotes
No	4	C	Indirect	See footnote
No	4	P	Indirect	See footnotes
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnotes
No	4	P	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Convertible Preferred Stock	Disposition	2011-02-08	1,473,645	$0.00	1,473,645	$0.00
Common Stock	Series A Convertible Preferred Stock	Disposition	2011-02-08	14,035	$0.00	14,035	$0.00
Common Stock	Convertible Promissory Notes	Disposition	2011-02-08	705,845	$0.00	705,845	$13.44
Common Stock	Convertible Promissory Notes	Disposition	2011-02-08	6,722	$0.00	6,722	$13.44

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

Represents shares of Common Stock acquired upon the automatic conversion of Series A convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock.
The Series A convertible preferred stock did not have an expiration date. The Series A convertible preferred stock automatically converted into shares of Common Stock at an effective conversion ratio of one-to-one upon the closing of the Issuer's initial public offering of Common Stock.
These securities are held of record by OrbiMed Private Investments III, LP ("OPI") and may be deemed to be indirectly beneficially owned by OrbiMed Capital GP III LLC ("Capital"), OrbiMed Advisors LLC ("Advisors") and Samuel D. Isaly ("Isaly"). Capital is the sole general partner of OPI. Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of Capital. By virtue of such relationships, Capital and Advisors have discretionary investment management authority with respect to the assets of OPI. Such authority includes the power to vote and otherwise dispose of the securities held by OPI.
Isaly, a natural person, also has investment and voting power over the securities held by OPI in his capacity as the managing member of, and holder of a controlling interest, in Advisors. As a result, each of Capital, Advisors and Isaly may be deemed to have beneficial ownership of the securities held by OPI.
These securities are held of record by OrbiMed Associates III, LP ("Associates") and may be deemed to be indirectly beneficially owned by Advisors and Isaly. Advisors is the sole general partner of Associates. By virtue of such relationship, Advisors has discretionary investment management authority with respect to the assets of Associates. Such authority includes the power to vote and otherwise dispose of securities held by Associates. Isaly also has voting and investment power over the securities held by Associates in his capacity as the managing member of, and holder of a controlling interest, in Advisors. As a result, each of Advisors and Isaly may be deemed to have beneficial ownership of the securities held by Associates.
This report on Form 4 is jointly filed by Capital, Advisors and Isaly. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. The reporting persons have designated a representative, currently Carl L. Gordon, a member of Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that the reporting persons are beneficial owners for the purpose of Section 16 of the Exchange Act, or for any other purpose.
Represents shares of Common Stock acquired upon the automatic conversion of all principal and accrued interest due on convertible promissory notes upon the closing of the Issuer's initial public offering of Common Stock at an effective conversion price of approximately $13.44.
These shares of Common Stock were acquired upon the conversion of convertible promissory notes exempt from the definition of a derivative security because the conversion price of such securities did not become fixed until their automatic conversion at the time of the closing of the Issuer's initial public offering of Common Stock.
Represents shares of Common Stock acquired upon the conversion of convertible promissory notes issued in December 2010. The outstanding principal amount and accrued but unpaid interest therein was automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering of Common Stock at an effective conversion price of $7.00, which represents the initial public offering price per share of the Common Stock sold by the Issuer.
These derivative securities are no longer beneficially owned.