FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Pacira Pharmaceuticals, Inc. [ PCRX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/15/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 10/15/2014 | M | 15,000 | A | $1.61 | 16,208 | D | |||
Common Stock | 10/15/2014 | S(1) | 300 | D | $96.6(2) | 15,908 | D | |||
Common Stock | 10/15/2014 | S(1) | 600 | D | $97.74(3) | 15,308 | D | |||
Common Stock | 10/15/2014 | S(1) | 5,417 | D | $99.05(4) | 9,891 | D | |||
Common Stock | 10/15/2014 | S(1) | 7,485 | D | $99.8(5) | 2,406 | D | |||
Common Stock | 10/15/2014 | S(1) | 1,198 | D | $101.2(6) | 1,208 | D | |||
Common Stock | 18,596 | I | Stack Schroon Mohawk FLP(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $1.61 | 10/15/2014 | M | 15,000 | (8) | 09/02/2020 | Common Stock | 15,000 | $0 | 170,960 | D | ||||
Stock Option (Right to Buy) | $10.81 | 09/09/2014 | G(9) | V | 350,000 | (10) | 06/04/2022 | Common Stock | 350,000 | $0 | 0 | D | |||
Stock Option (Right to Buy) | $10.81 | 09/09/2014 | G(9) | V | 350,000 | (10) | 06/04/2022 | Common Stock | 350,000 | $0 | 350,000 | I | LCK Investments LLC(11) | ||
Stock Option (Right to Buy) | $81 | 09/09/2014 | G(9) | V | 150,000 | (12) | 06/03/2024 | Common Stock | 150,000 | $0 | 0 | D | |||
Stock Option (Right to Buy) | $81 | 09/09/2014 | G(9) | V | 150,000 | (12) | 06/03/2024 | Common Stock | 150,000 | $0 | 150,000 | I | LCK Investments LLC(11) |
Explanation of Responses: |
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. |
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.05 to $97.01, inclusive. The reporting person undertakes to provide to the issuer, any shareholder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 2, 3, 4, 5 and 6. |
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.39 to $98.13, inclusive. |
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.42 to $99.40, inclusive. |
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.42 to $100.37, inclusive. |
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.64 to $101.64, inclusive. |
7. Mr. Stack is the general partner of Stack Schroon Mohawk FLP. |
8. The option vested as to 50% of the option shares on February 2, 2011, 19,377 option shares vested on February 3, 2011, and the remaining option shares vested in successive equal monthly installments for the subsequent 19 months. |
9. On September 9, 2014, the reporting person transferred the option as a gift to LCK Investments, LLC. |
10. The option vests and becomes exercisable as to 25% of the option shares on June 5, 2013 and as to the remaining shares in successive equal monthly installments for the subsequent 36 months. |
11. The reporting person and his wife are the owners of LCK Investments LLC. |
12. The stock option vests and becomes exercisable as to 25% of the option shares on June 3, 2015 and as to the remaining option 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. |
/s/ James Scibetta, Attorney-in-Fact | 10/17/2014 | |
** 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 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). | ||
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. |