Pacira BioSciences, Inc. — Director's Dealing 2011

Feb 2, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: MIDDLETON FRED A (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	125800	Indirect
Common Stock	55788	Indirect
Common Stock	1995	Indirect
Common Stock	2377	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (736583)		Indirect
Series A Convertible Preferred Stock	$		Common Stock (14877)		Indirect
Series A Convertible Preferred Stock	$		Common Stock (24871)		Indirect
Series A Convertible Preferred Stock	$		Common Stock (29634)		Indirect
Series A Convertible Preferred Stock	$		Common Stock (681715)		Indirect
Common Stock Warrant (Right to Buy)	$2.69	2014-01-21	Common Stock (17973)		Indirect
Common Stock Warrant (Right to Buy)	$2.69	2014-01-21	Common Stock (629)		Indirect
Common Stock Warrant (Right to Buy)	$2.69	2014-01-21	Common Stock (749)		Indirect
Common Stock Warrant (Right to Buy)	$2.69	2014-01-21	Common Stock (17839)		Indirect
Common Stock Warrant (Right to Buy)	$13.44	2017-12-29	Common Stock (20220)		Indirect
Common Stock Warrant (Right to Buy)	$13.44	2017-12-29	Common Stock (708)		Indirect
Common Stock Warrant (Right to Buy)	$13.44	2017-12-29	Common Stock (843)		Indirect
Common Stock Warrant (Right to Buy)	$13.44	2017-12-29	Common Stock (20069)		Indirect
Convertible Promissory Notes	$		Common Stock (344355)		Indirect
Convertible Promissory Notes	$		Common Stock (12058)		Indirect
Convertible Promissory Notes	$		Common Stock (14366)		Indirect
Convertible Promissory Notes	$		Common Stock (341788)		Indirect
Convertible Promissory Notes	$		Common Stock (129445)		Indirect
Convertible Promissory Notes	$		Common Stock (5400)		Indirect
Convertible Promissory Notes	$		Common Stock (128479)		Indirect
Convertible Promissory Notes	$		Common Stock (4533)		Indirect
Stock Option (Right to Buy)	$1.61	2020-09-02	Common Stock (4649)		Direct
Stock Option (Right to Buy)	$5.49	2020-12-29	Common Stock (1394)		Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: 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.

F8: 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.

F9: 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.