SEC Filing | Pacira BioSciences, Inc.

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SEC FORM 3 SEC Form 3

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^*

MPM BioVentures IV QP LP

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2011

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

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

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

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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	92,980	I	See footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Warrant (Right to Buy)	01/22/2009	01/21/2014	Common Stock	37,190	2.69	I	See footnote⁽²⁾
Warrant (Right to Buy)	12/29/2010	12/29/2017	Common Stock	41,840	13.44	I	See footnote⁽³⁾
Series A Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,487,680	⁽⁴⁾	I	See footnote⁽⁵⁾
Convertible Promissory Note	⁽⁶⁾	⁽⁶⁾	Common Stock	712,567	⁽⁶⁾	I	See footnote⁽⁷⁾

1. Name and Address of Reporting Person^*

MPM BioVentures IV QP LP

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MPM BioVentures IV GP LLC

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MPM BioVentures IV LLC

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MPM Asset Management Investors BV4 LLC

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MPM BioVentures IV GmbH & Co. Beteiligungs KG

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DOMBKOWSKI ASHLEY L

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

601 GATEWAY BLVD., SUITE 350

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Vander Vort John

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Scopa James Paul

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

601 GATEWAY BLVD., SUITE 350

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

St Peter Steven

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Greene William

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

601 GATEWAY BLVD., SUITE 350

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

Explanation of Responses:

1. The shares are held as follows: 87,144 by MPM BioVentures IV-QP, L.P. ("BV IV QP"), 3,357 by MPM BioVentures IV GmbH & Co. Beteiligungs KG ("BV IV KG") and 2,479 by MPM Asset Management Investors BV4 LLC ("AM BV4"). MPM BioVentures IV GP LLC and MPM BioVentures IV LLC ("BV LLC") are the direct and indirect general partners of BV IV QP and BV IV KG and BV LLC is the manager of AM BV4. Vaughn M. Kailian, Ansbert Gadicke, Luke Evnin, Steven St. Peter, William Greene, James Paul Scopa, Ashley Dombkowski and John Vander Vort are the members of the general partner of BV IV QP, BV IV KG and members of AM BV4. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his, her or its respective pecuniary interest therein.

2. The warrants are held as follows: 34,857 by BV IV QP, 1,342 by BV IV KG and 991 by AM BV4. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his, her or its respective pecuniary interest therein.

3. The warrants are held as follows: 39,215 by BV IV QP, 1,510 by BV IV KG and 1,115 by AM BV4. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his, her or its respective pecuniary interest therein.

4. Each share of Series A Convertible Preferred Stock has no expiration date, is convertible at any time, in whole or in part, at the election of the holder, and will automatically convert upon the closing of the Issuer's initial public offering at a conversion ratio of 0.09298 shares of Common Stock for every 1 share of Series A Convertible Preferred Stock rounded down to the next whole number, for no additional consideration.

5. The shares on a post-conversion basis are held as follows: 1,394,315 by BV IV QP, 53,717 by BV IV KG and 39,648 by AM BV4. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his, her or its respective pecuniary interest therein.

6. All principal and accrued interest on the Notes will automatically convert into shares of Common Stock upon the closing of the Issuer's initial public offering.

7. The notes are held in the principal amount as follows: $8,200,858 by BV IV QP, $315,945 by BV IV KG and $233,196 by AM BV4. The principal and accrued interest of the notes is convertible into the following shares of Common Stock upon the closing of the Issuer's initial public offering: 667,848 by BV IV QP, 25,729 by BV IV KG and 18,990 by AM BV4. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his, her or its respective pecuniary interest therein.

Remarks:

See Form 4 for Vaughan Kailian for additional members of this joint filing.

	By Vaughn Kailian, member of MPM BioVentures IV LLC, the managing member of MPM BioVentures IV GP LLC, the general partner of MPM BioVentures IV-QP, L.P. /s/ Vaughn Kailian	02/01/2011
	By Vaughn Kailian, member of MPM BioVentures IV LLC, the managing member of MPM BioVentures IV GP LLC /s/ Vaughn Kailian	02/01/2011
	By Vaughn Kailian, member of MPM BioVentures IV LLC /s/ Vaughn Kailian	02/01/2011
	By Vaughn Kailian, member of MPM BioVentures IV LLC, the manager of MPM Asset Management Investors BV4 LLC /s/ Vaughn Kailian	02/01/2011
	By Vaughn M. Kailian, member of MPM BioVentures IV LLC, the managing member of MPM BioVentures IV GP LLC, the managing limited partner of MPM BioVentures IV GmbH & Co. Beteiligungs KG /s/ Vaughn M. Kailian	02/01/2011
	/s/ Ashley Dombkowski	02/01/2011
	/s/ John Vander Vort	02/01/2011
	/s/ James Paul Scopa	02/01/2011
	/s/ Steven St. Peter	02/01/2011
	/s/ William Greene	02/01/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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