| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/24/2006 |
3. Issuer Name and Ticker or Trading Symbol
CADENCE PHARMACEUTICALS INC [ CADX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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-3 Preferred Stock(1) | (2) | (3) | Common Stock | 2,500,000(4) | (5) | I | By Frazier Healthcare V, LP(6) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. These securities will automatically convert into Common Stock upon the closing of Cadence Pharmaceutical, Inc.'s initial public offering. |
| 2. Immediately convertible. |
| 3. Not applicable. |
| 4. 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. |
| 5. 4-for-1. |
| 6. The securities are owned directly by Frazier Healthcare V, LP, the designated filer. The general partner of Frazier Healthcare V, LP is FHM V, LP, a joint filter. FHM V, LLC, also a joint filer, is the general partner of FHM V, LP. FHM V, LP and FHM V, LLC disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein and this report shall not be deemed an admission for purposes of Section 16 or for any other purpose. |
| Remarks: |
| Exhibit 99.1 - Joint Filer Information |
| Frazier Healthcare V, LP by FHM V, LP, its General Partner by FHM V, LLC, its General Partner /s/ Thomas S. Hodge, Chief Operating Officer | 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 99.1
Form 3 Joint Filer Information
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Name: |
FHM V, LP |
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Address: |
601 Union Street, Suite 3200 |
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Seattle, WA 98101 |
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Designated Filer: |
Frazier Healthcare V, LP |
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Issuer & Ticker Symbol: |
Cadence Pharmaceuticals, Inc. (CADX) |
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Date of Event Requiring Statement: |
October 24, 2006 |
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FHM V, LP |
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By: FHM V, LLC, its General Partner |
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By: |
/s/ Thomas S. Hodge |
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Thomas S. Hodge, |
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Chief Operating Officer |
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Name: |
FHM V, LLC |
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Address: |
601 Union Street, Suite 3200 |
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Seattle, WA 98101 |
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Designated Filer: |
Frazier Healthcare V, LP |
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Issuer & Ticker Symbol: |
Cadence Pharmaceuticals, Inc. (CADX) |
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Date of Event Requiring Statement: |
October 24, 2006 |
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FHM V, LLC |
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By: /s/ Thomas S. Hodge |
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Thomas S. Hodge, |
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Chief Operating Officer |