Pacira BioSciences, Inc. — Director's Dealing 2011

Feb 10, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Pacira Pharmaceuticals, Inc. (PCRX)
CIK: 0001396814
Period of Report: 2011-02-08

Reporting Person: ORBIMED ADVISORS LLC (10% Owner)
Reporting Person: OrbiMed Capital GP III LLC (10% Owner)
Reporting Person: ISALY SAMUEL D (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-08	Common Stock	C	1473645	—	Acquired	1566625	Indirect
2011-02-08	Common Stock	C	14035	—	Acquired	1580660	Indirect
2011-02-08	Common Stock	C	705845	$13.44	Acquired	2286505	Indirect
2011-02-08	Common Stock	C	6722	$13.44	Acquired	2293227	Indirect
2011-02-08	Common Stock	P	265331	$7.00	Acquired	2558558	Indirect
2011-02-08	Common Stock	P	2526	$7.00	Acquired	2561084	Indirect
2011-02-08	Common Stock	P	265330	$7.00	Acquired	2826414	Indirect
2011-02-08	Common Stock	P	2527	$7.00	Acquired	2828941	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-08	Series A Convertible Preferred Stock	$	C	1473645	Disposed		Common Stock (1473645)	Indirect
2011-02-08	Series A Convertible Preferred Stock	$	C	14035	Disposed		Common Stock (14035)	Indirect
2011-02-08	Convertible Promissory Notes	$13.44	C	705845	Disposed		Common Stock (705845)	Indirect
2011-02-08	Convertible Promissory Notes	$13.44	C	6722	Disposed		Common Stock (6722)	Indirect

Footnotes

F1: Represents shares of Common Stock acquired upon the automatic conversion of Series A convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock.

F2: The Series A convertible preferred stock did not have an expiration date. The Series A convertible preferred stock automatically converted into shares of Common Stock at an effective conversion ratio of one-to-one upon the closing of the Issuer's initial public offering of Common Stock.

F3: These securities are held of record by OrbiMed Private Investments III, LP ("OPI") and may be deemed to be indirectly beneficially owned by OrbiMed Capital GP III LLC ("Capital"), OrbiMed Advisors LLC ("Advisors") and Samuel D. Isaly ("Isaly"). Capital is the sole general partner of OPI. Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of Capital. By virtue of such relationships, Capital and Advisors have discretionary investment management authority with respect to the assets of OPI. Such authority includes the power to vote and otherwise dispose of the securities held by OPI.

F4: Isaly, a natural person, also has investment and voting power over the securities held by OPI in his capacity as the managing member of, and holder of a controlling interest, in Advisors. As a result, each of Capital, Advisors and Isaly may be deemed to have beneficial ownership of the securities held by OPI.

F5: These securities are held of record by OrbiMed Associates III, LP ("Associates") and may be deemed to be indirectly beneficially owned by Advisors and Isaly. Advisors is the sole general partner of Associates. By virtue of such relationship, Advisors has discretionary investment management authority with respect to the assets of Associates. Such authority includes the power to vote and otherwise dispose of securities held by Associates. Isaly also has voting and investment power over the securities held by Associates in his capacity as the managing member of, and holder of a controlling interest, in Advisors. As a result, each of Advisors and Isaly may be deemed to have beneficial ownership of the securities held by Associates.

F6: This report on Form 4 is jointly filed by Capital, Advisors and Isaly. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. The reporting persons have designated a representative, currently Carl L. Gordon, a member of Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that the reporting persons are beneficial owners for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F7: Represents shares of Common Stock acquired upon the automatic conversion of all principal and accrued interest due on convertible promissory notes upon the closing of the Issuer's initial public offering of Common Stock at an effective conversion price of approximately $13.44.

F8: These shares of Common Stock were acquired upon the conversion of convertible promissory notes exempt from the definition of a derivative security because the conversion price of such securities did not become fixed until their automatic conversion at the time of the closing of the Issuer's initial public offering of Common Stock.

F9: Represents shares of Common Stock acquired upon the conversion of convertible promissory notes issued in December 2010. The outstanding principal amount and accrued but unpaid interest therein was automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering of Common Stock at an effective conversion price of $7.00, which represents the initial public offering price per share of the Common Stock sold by the Issuer.

F10: These derivative securities are no longer beneficially owned.