SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* GARNER CAM L (Last) (First) (Middle) C/O CADENCE PHARMACEUTICALS, INC. 12481 HIGH BLUFF DRIVE, SUITE 200 (Street) SAN DIEGO CA 92130 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/24/2006	3. Issuer Name and Ticker or Trading Symbol CADENCE PHARMACEUTICALS INC [ CADX ]
		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 of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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	435,000(1)	I	By Garner Investments, LLC(2)
Common Stock	538,435(3)	I	By Garner Family Trust(4)

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A-1 Preferred Stock(5)	(6)	(7)	Common Stock	26,595(8)	(9)	I	By Garner Investments, LLC(2)
Series A-3 Preferred Stock(5)	(6)	(7)	Common Stock	25,000(8)	(9)	I	By Garner Investments, LLC(2)

Explanation of Responses:

1. 17,500 of these shares are subject to the Company's right to repurchase as of the date of this report, of which approximately 2,188 shares vest and are no longer subject to the Company's right to repurchase on the first day of each fiscal quarter until 07/01/2008.

2. Mr. Garner is the managing member of Garner Investments, LLC

3. 535,935 of these shares are subject to the Company's right to repurchase as of the date of this report. 85,125 shares vest and are no longer subject to the Company's right to repurchase on 12/30/2006, and approximately 7,094 shares vest and are no longer subject to the Company's right to repurchase on the 1st of each month thereafter until 12/01/2009. 48,858 shares vest and are no longer subject to the Company's right to repurchase on 02/22/2007, and approximately 4,072 vest and are no longer subject to the Company's right to repurchase on the 1st of each month thereafter until 2/01/2010.

4. Mr. Garner is the trustee of this trust.

5. These securities will automatically convert into Common Stock upon the closing of Cadence Pharmaceuticals, Inc.'s initial public offering.

6. Immediately convertible.

7. Not applicable.

8. Reflects a 1-for-4 reverse stock split, pursuant to which each share of Preferred Stock became convertible into 1/4 of a share of Common Stock.

9. 4-for-1.

Remarks:

	/s/ Jennifer M. Repine, Attorney-in-fact	10/24/2006
	** 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 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).
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POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby authorizes Theodore R.
Schroeder, William R. LaRue and Jennifer M. Repine of Cadence Pharmaceuticals,
Inc. (the "Company"), and each of them individually to execute for and on behalf
of the undersigned, in the undersigned's capacity as a director of the Company,
Forms 3, 4 and 5, and any amendments thereto, and cause such form(s) to be filed
with the United States Securities and Exchange Commission pursuant to Section
16(a) of the Securities Act of 1934, relating to the undersigned's beneficial
ownership of securities in the Company.  The undersigned hereby grants to each
such attorney-in-fact full power and authority to do and perform any and every
act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents
and purposes as the undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and confirming all
that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted.  The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of, and transactions in, securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be
executed as of this 18th day of October, 2006.

/s/ Cam L. Garner
Cam L. Garner