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Pacira BioSciences, Inc. Director's Dealing 2011

Feb 10, 2011

32125_dirs_2011-02-10_2ae69b75-c5d7-46eb-b778-1a536636ff74.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Wicki Andreas (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-02-08 Common Stock C 1487680 Acquired 1580660 Indirect
2011-02-08 Common Stock C 1021223 $13.44 Acquired 2601883 Indirect
2011-02-08 Common Stock P 267857 $7.00 Acquired 2869740 Indirect
2011-02-08 Common Stock P 267857 $7.00 Acquired 3137597 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-02-08 Series A Convertible Stock $ C 1487680 Disposed Common Stock (1487680) Indirect
2011-02-08 Convertible Promissory Note $13.44 C 1021223 Disposed Common Stock (1021223) 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 by HBM BioVentures (Cayman) Ltd., ("HBM"). The board of directors of HBM (the "HBM Board") has sole voting and investment power with respect to the securities held by such entity and acts by majority vote. The reporting person does not have sole voting or investment power over the securities held by HBM. However, the reporting person may be deemed to have beneficial ownership of these securities by virtue of his membership on the Board of HBM. The reporting person disclaims beneficial ownership of the securities reported herein for the purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest herein, if any. This report on Form 4 shall not be deemed an admission that the reporting person is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F4: Represents shares of Common Stock acquired by HBM upon the automatic conversion of all principal and accrued interest due on these 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.

F5: These shares of Common Stock were acquired by HBM upon conversion of a convertible promissory note 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 closing of the Issuer's initial public offering of Common Stock.

F6: Represents shares of Common Stock acquired by HBM upon the conversion of a convertible promissory note issued to HBM 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.

F7: The derivative securities are no longer beneficially owned.