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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Pacira Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
695127 10 0
(CUSP Number)
HBM Healthcare Investments (Cayman) Ltd.
Centennial Towers, 3rd Floor
2454 West Bay Road
Grand Cayman, Cayman Islands
Telephone: (345) 946-8002
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 13, 2013
(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).
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CUSP No. 695127 10 0 | |||||
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1. |
Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only) | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
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(b) |
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3. |
SEC Use Only | |||
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4. |
Source of Funds (See Instructions) | |||
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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6. |
Citizenship or Place of Organization | |||
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Number of |
7. |
Sole Voting Power | |||
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8. |
Shared Voting Power | ||||
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9. |
Sole Dispositive Power | ||||
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10. |
Shared Dispositive Power | ||||
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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13. |
Percent of Class Represented by Amount in Row (11) | |||
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14. |
Type of Reporting Person (See Instructions) | |||
(1) Includes 79,033 shares of Common Stock underlying warrants which are exercisable within 60 days of the date of this filing.
(2) This percentage is calculated based upon 32,656,356 shares of the Issuer’s Common Stock outstanding, as reported in Issuer’s annual report on Form 10-K filed on March 7, 2013.
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Explanatory Note: This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the Schedule 13D previously filed with the United States Securities and Exchange Commission (the “SEC”) on February 18, 2011 and amended by Amendment No. 1 filed December 1, 2011 ( the “ Schedule 13 D”). Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13 D. | |
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Item 4. |
Purpose of Transaction |
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The response set forth in Iem 4 of Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4:
The Reporting Persons sold an aggregate of 1,200,000 shares of Common Stock in multiple transactions from March 11, 2013 through March 25, 2013 for gross proceeds of approximately $33,591,665.78. Of the shares sold, 500,000 shares were sold in a block sale and 700,000 shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 15, 2013. | |
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Item 5. |
Interest in Securities of the Issuer |
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“Item 5. Interest in Securities of the Issuer” of Schedule 13D is hereby amended and restated as follows:
(a) — (b) As of this date of this filing, the Reporting Person directly beneficially from 2,233,993 shares of Common Stock and Warrants to purchase an aggregate of 79,033 shares of Common Stock, which in the aggregate, constitutes approximately 7.1% of the Common Stock based on 32,656,356 shares of the Issuer’s Common Stock outstanding, as reported in Issuer’s annual report on Form 10-K filed on March 7, 2013.
(c) The following is a list of the shares sold in a block sale and in multiple open market transactions. Upon request, the reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the Security and Exchange Commission full information regarding shares sold at each separate price within the ranges set forth below. | |
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Date of Transaction |
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Number of Shares |
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Price Per Share |
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HBM Healthcare Investments (Cayman) Ltd. |
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March 11, 2013 |
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500,000 |
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27.86 |
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HBM Healthcare Investments (Cayman) Ltd. |
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March 18, 2013 |
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400,000 |
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$ |
28.1937 |
(1) |
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HBM Healthcare Investments (Cayman) Ltd. |
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March 19, 2013 |
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9,100 |
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$ |
27.8572 |
(2) |
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HBM Healthcare Investments (Cayman) Ltd. |
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March 21, 2013 |
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11,431 |
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$ |
27.50 |
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HBM Healthcare Investments (Cayman) Ltd. |
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March 22, 2013 |
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113,928 |
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$ |
27.5226 |
(3) |
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HBM Healthcare Investments (Cayman) Ltd. |
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March 25, 2013 |
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165,541 |
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28.2754 |
(4) |
(1) Represents the weighted average sales price for the price increments ranging from $27.775 to $28.75.
(2) Represents the weighted average sales price for the price increments ranging from $27.50 to $28.11
(3) Represents the weighted average sales price for the price increments ranging from $27.50 to $27.63.
(4) Represents the weighted average sales price for the price increments ranging from $28.00 to $28.67.
(d) Not applicable.
(e) Not applicable.
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 2, 2013
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HBM Healthcare Investments (Cayman) Ltd. | ||
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By: |
/s/ Jean-Marc Lesieur | |
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Name: |
Jean-Marc Lesieur |
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Title |
Operations Officer |