Edgar Filing: Pacira Pharmaceuticals, Inc.

Ownership Submission

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, 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â MIDDLETON FRED A

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

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

(Last)

(First)

(Middle)

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

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

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

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

(Street)

SAN MATEO,Â CAÂ 94402

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 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	125,800	I	See Footnote ⁽¹⁾
Common Stock	55,788	I	See Footnote ⁽²⁾
Common Stock	1,995	I	See Footnote ⁽³⁾
Common Stock	2,377	I	See Footnote ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	736,583	$ ⁽⁵⁾	I	See Footnote ⁽¹⁾
Series A Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	14,877	$ ⁽⁵⁾	I	See Footnote ⁽²⁾
Series A Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	24,871	$ ⁽⁵⁾	I	See Footnote ⁽³⁾
Series A Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	29,634	$ ⁽⁵⁾	I	See Footnote ⁽⁴⁾
Series A Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	681,715	$ ⁽⁵⁾	I	See Footnote ⁽⁶⁾
Common Stock Warrant (Right to Buy)	01/22/2009	01/21/2014	Common Stock	17,973	$ 2.69	I	See Footnote ⁽¹⁾
Common Stock Warrant (Right to Buy)	01/22/2009	01/21/2014	Common Stock	629	$ 2.69	I	See Footnote ⁽³⁾
Common Stock Warrant (Right to Buy)	01/22/2009	01/21/2014	Common Stock	749	$ 2.69	I	See Footnote ⁽⁴⁾
Common Stock Warrant (Right to Buy)	01/22/2009	01/21/2014	Common Stock	17,839	$ 2.69	I	See Footnote ⁽⁶⁾
Common Stock Warrant (Right to Buy)	12/29/2010	12/29/2017	Common Stock	20,220	$ 13.44	I	See Footnote ⁽¹⁾
Common Stock Warrant (Right to Buy)	12/29/2010	12/29/2017	Common Stock	708	$ 13.44	I	See Footnote ⁽³⁾
Common Stock Warrant (Right to Buy)	12/29/2010	12/29/2017	Common Stock	843	$ 13.44	I	See Footnote ⁽⁴⁾
Common Stock Warrant (Right to Buy)	12/29/2010	12/29/2017	Common Stock	20,069	$ 13.44	I	See Footnote ⁽⁶⁾
Convertible Promissory Notes	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	344,355	$ ⁽⁷⁾	I	See Footnote ⁽¹⁾
Convertible Promissory Notes	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	12,058	$ ⁽⁷⁾	I	See Footnote ⁽³⁾
Convertible Promissory Notes	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	14,366	$ ⁽⁷⁾	I	See Footnote ⁽⁴⁾
Convertible Promissory Notes	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	341,788	$ ⁽⁷⁾	I	See Footnote ⁽⁶⁾
Convertible Promissory Notes	Â ⁽⁸⁾	Â ⁽⁸⁾	Common Stock	129,445	$ ⁽⁸⁾	I	See Footnote ⁽¹⁾
Convertible Promissory Notes	Â ⁽⁸⁾	Â ⁽⁸⁾	Common Stock	5,400	$ ⁽⁸⁾	I	See Footnote ⁽³⁾
Convertible Promissory Notes	Â ⁽⁸⁾	Â ⁽⁸⁾	Common Stock	128,479	$ ⁽⁸⁾	I	See Footnote ⁽⁶⁾
Convertible Promissory Notes	Â ⁽⁸⁾	Â ⁽⁸⁾	Common Stock	4,533	$ ⁽⁸⁾	I	See Footnote ⁽⁴⁾
Stock Option (Right to Buy)	Â ⁽⁹⁾	09/02/2020	Common Stock	4,649	$ 1.61	D	Â
Stock Option (Right to Buy)	Â ⁽⁹⁾	12/29/2020	Common Stock	1,394	$ 5.49	D	Â

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,Â CAÂ 94402	Â X	Â	Â	Â

Signatures

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

Explanation of Responses:

*	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).
(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 has no expiration date and each share of Series A Convertible Preferred Stock will automatically convert into one share of Common Stock 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 will automatically convert into shares of Common Stock upon the consummation of the Issuer's initial public offering.
(8)	All principal on the Convertible Promissory Notes will automatically convert 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.
(9)	The option vests as to 50% of the option shares upon the first anniversary of Issuer's initial public offering and as to the remaining 50% of the option shares upon the second anniversary of the Issuer's initial public offering. The option shares become exercisable when vested.

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