Edgar Filing: Pacira Pharmaceuticals, Inc.

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MIDDLETON FRED A

2. Issuer Name and Ticker or Trading Symbol
Pacira Pharmaceuticals, Inc. [PCRX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O SANDERLING VENTURES, 400 SOUTH EL CAMINO REAL, SUITE 1200

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2011

(Street)

SAN MATEO, CA 94402

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	02/08/2011		C		736,583	A	⁽⁵⁾	736,583	I	See Footnote ⁽¹⁾
Common Stock	02/08/2011		C		14,877	A	⁽⁵⁾	14,877	I	See Footnote ⁽²⁾
Common Stock	02/08/2011		C		24,871	A	⁽⁵⁾	24,871	I	See Footnote ⁽³⁾
Common Stock	02/08/2011		C		29,634	A	⁽⁵⁾	29,634	I	See Footnote ⁽⁴⁾
Common Stock	02/08/2011		C		681,715	A	⁽⁵⁾	681,715	I	See Footnote ⁽⁶⁾
Common Stock	02/08/2011		C		344,355	A	⁽⁷⁾	344,355	I	See Footnote ⁽¹⁾
Common Stock	02/08/2011		C		12,058	A	⁽⁷⁾	12,058	I	See Footnote ⁽³⁾
Common Stock	02/08/2011		C		14,366	A	⁽⁷⁾	14,366	I	See Footnote ⁽⁴⁾
Common Stock	02/08/2011		C		341,788	A	⁽⁷⁾	341,788	I	See Footnote ⁽⁶⁾
Common Stock	02/08/2011		C		129,445	A	⁽⁸⁾	129,445	I	See Footnote ⁽¹⁾
Common Stock	02/08/2011		C		4,533	A	⁽⁸⁾	4,533	I	See Footnote ⁽³⁾
Common Stock	02/08/2011		C		5,400	A	⁽⁸⁾	5,400	I	See Footnote ⁽⁴⁾
Common Stock	02/08/2011		C		128,479	A	⁽⁸⁾	128,479	I	See Footnote ⁽⁶⁾
Common Stock	02/08/2011		P		46,379	A	$ 7	46,379	I	See Footnote ⁽¹⁾
Common Stock	02/08/2011		P		27,931	A	$ 7	27,931	I	See Footnote ⁽²⁾
Common Stock	02/08/2011		P		4,297	A	$ 7	4,297	I	See Footnote ⁽³⁾
Common Stock	02/08/2011		P		5,119	A	$ 7	5,119	I	See Footnote ⁽⁴⁾
Common Stock	02/08/2011		P		184,131	A	$ 7	184,131	I	See Footnote ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock

⁽⁵⁾

02/08/2011

736,583

⁽⁵⁾

Common Stock

736,583

$ 0

See Footnote ⁽¹⁾

Series A Convertible Preferred Stock

⁽⁵⁾

02/08/2011

14,877

⁽⁵⁾

Common Stock

14,877

$ 0

See Footnote ⁽²⁾

Series A Convertible Preferred Stock

⁽⁵⁾

02/08/2011

24,871

⁽⁵⁾

Common Stock

24,871

$ 0

See Footnote ⁽³⁾

Series A Convertible Preferred Stock

⁽⁵⁾

02/08/2011

29,634

⁽⁵⁾

Common Stock

29,634

$ 0

See Footnote ⁽⁴⁾

Series A Convertible Preferred Stock

⁽⁵⁾

02/08/2011

681,715

⁽⁵⁾

Common Stock

681,715

$ 0

See Footnote ⁽⁶⁾

Convertible Promissory Notes

⁽⁷⁾

02/08/2011

344,355

⁽⁷⁾

Common Stock

344,355

$ 0

See Footnote ⁽¹⁾

Convertible Promissory Notes

⁽⁷⁾

02/08/2011

12,058

⁽⁷⁾

Common Stock

12,058

$ 0

See Footnote ⁽³⁾

Convertible Promissory Notes

⁽⁷⁾

02/08/2011

14,366

⁽⁷⁾

Common Stock

14,366

$ 0

See Footnote ⁽⁴⁾

Convertible Promissory Notes

⁽⁷⁾

02/08/2011

341,788

⁽⁷⁾

Common Stock

341,788

$ 0

See Footnote ⁽⁶⁾

Convertible Promissory Notes

⁽⁸⁾

02/08/2011

129,445

⁽⁸⁾

Common Stock

129,445

$ 0

See Footnote ⁽¹⁾

Convertible Promissory Notes

⁽⁸⁾

02/08/2011

4,533

⁽⁸⁾

Common Stock

4,533

$ 0

See Footnote ⁽³⁾

Convertible Promissory Notes

⁽⁸⁾

02/08/2011

5,400

⁽⁸⁾

Common Stock

5,400

$ 0

See Footnote ⁽⁴⁾

Convertible Promissory Notes

⁽⁸⁾

02/08/2011

128,479

⁽⁸⁾

Common Stock

128,479

$ 0

See Footnote ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MIDDLETON FRED A C/O SANDERLING VENTURES 400 SOUTH EL CAMINO REAL, SUITE 1200 SAN MATEO, CA 94402	X

Signatures

/s/ Fred Middleton		02/09/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The securities are held by Sanderling Venture Partners VI, L.P. Mr. Middleton 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., and he may be deemed to have voting and investment power over shares held of record by Sanderling Venture Partners VI, L.P. Mr. Middleton disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
(2)	The securities are held by Sanderling Ventures Management VI. Mr. Middleton is the owner of Sanderling Ventures Management VI and he may be deemed to have voting and investment power over shares held of record by Sanderling Ventures Management VI. Mr. Middleton disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
(3)	The securities are held by Sanderling VI Beteiligungs GmbH & Co. KG. Mr. Middleton 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 VI Beteiligungs GmbH & Co. KG, and he may be deemed to have voting and investment power over shares held of record by Sanderling VI Beteiligungs GmbH & Co. KG. Mr. Middleton disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
(4)	The securities are held by Sanderling VI Limited Partnership. Mr. Middleton 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 VI Limited Partnership, and he may be deemed to have voting and investment power over shares held of record by Sanderling VI Limited Partnership. Mr. Middleton disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
(5)	The Series A Convertible Preferred Stock had no expiration date and each share of Series A Convertible Preferred Stock was automatically converted into common stock on a 1-for-1 basis upon the consummation of the Issuer's initial public offering.
(6)	The securities are held by Sanderling Venture Partners VI Co-Investment Fund. Mr. Middleton 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 Co-Investment Fund, and he may be deemed to have voting and investment power over shares held of record by Sanderling Venture Partners VI Co-Investment Fund. Mr. Middleton disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
(7)	All principal and accrued interest on the Convertible Promissory Notes was automatically converted into shares of Common Stock upon the consummation of the Issuer's initial public offering.
(8)	All principal on the Convertible Promissory Notes was automatically converted into shares of Common Stock upon the consummation of the Issuer's initial public offering at a conversion price equal to the per share price of the Common Stock sold in the Issuer's initial public offering.

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