| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/06/2023 |
3. Issuer Name and Ticker or Trading Symbol
Pacira BioSciences, Inc. [ PCRX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 45,884.94(1) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (2) | 06/14/2033 | Common Stock | 27,500 | 38.74 | D | |
| Stock Option (Right to Buy) | (2) | 06/08/2032 | Common Stock | 24,800 | 59.39 | D | |
| Stock Option (Right to Buy) | (2) | 08/03/2031 | Common Stock | 10,000 | 60.79 | D | |
| Stock Option (Right to Buy) | (2) | 06/09/2031 | Common Stock | 14,137 | 60.96 | D | |
| Stock Option (Right to Buy) | (2) | 07/02/2030 | Common Stock | 35,500 | 52.37 | D | |
| Explanation of Responses: |
| 1. Includes 27,452 unvested restricted stock units. The unvested restricted stock units vest as follows: (i) 10,950 restricted stock units that vest in four equal annual installments on June 3, 2024, June 3, 2025, June 3, 2025 and June 3, 2026; (ii) 7,425 restricted stock units that vest in three equal annual installments on June 3, 2024, June 3, 2025 and June 3, 2026; (iii) 2,500 restricted stock units that vest in two equal annual installments on August 1, 2024 and August 1, 2025; (iv) 2,827 restricted stock units that vest in two equal annual installments on June 3, 2024 and June 3, 2025; and (v) 3,750 restricted stock units that vest on July 1, 2024; in each case provided that the reporting person remains in continuous service with the issuer as of each vesting date. Each restricted stock unit represents the contingent right to receive one share of the issuer's common stock. |
| 2. The stock option vests and becomes exercisable as to 25% of the option shares on the first anniversary of the grant date, and vests as to the remaining shares in successive equal quarterly installments over the subsequent three years, provided that the reporting person remains in continuous service with the issuer as of each vesting date. |
| Remarks: |
| Although the reporting person was previously deemed to be an "officer" of the issuer for purposes of Section 16, the issuer's board of directors (the "board") determined, at a meeting held on June 14, 2023, that the reporting person should no longer be designated a Section 16 "officer." However, in connection with his expected performance of certain significant policy-making functions for the issuer as a result of his promotion to Chief Medical Officer on December 5, 2023, the board determined, at a meeting held on December 6, 2023, that the reporting person should once again be designated a Section 16 "officer" of the issuer. As a result, the reporting person is filing this Initial Statement of Beneficial Ownership of Securities on Form 3. |
| /s/ Kristen Williams, Attorney-in-Fact | 12/07/2023 | |
| ** 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 5 (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. | ||
POWER OF ATTORNEY
I, Jonathan Slonin, hereby authorize and designate each of Charles A. Reinhart, III, Kristen Williams and Ned Prusse, signing singly, as my true and lawful attorney-in-fact to:
(1) execute for and on my behalf, in my capacity as an officer and/or director of Pacira BioSciences, Inc. and its affiliates (the “Company”), the Form ID and Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder;
(2) do and perform any and all acts for and on my behalf which may be necessary or desirable to complete and execute any such Form ID or Form 3, 4 or 5 and timely file such form with the Securities and Exchange Commission, any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney‑in‑fact, may be to my benefit, in my best interest, or legally required of me, it being understood that the statements executed by such attorney‑in‑fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney‑in‑fact may approve in such attorney‑in‑fact’s discretion.
I hereby further grant to each such attorney‑in‑fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitutes or revocation, hereby ratifying and confirming all that such attorney‑in‑fact, or such attorney‑in‑fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I hereby acknowledge that the foregoing attorneys‑in‑fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, any of my responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until I am no longer required to file the Form ID or Forms 3, 4 and 5 with respect to my holdings of and transactions in securities issued by the Company, unless earlier revoked by me in a signed writing delivered to the foregoing attorneys‑in‑fact.
IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly executed as of this 6th day of December 2023.
/s/ Jonathan Slonin
Jonathan Slonin