SEC Filing | Mallinckrodt

View:

SEC FORM 3 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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Lloyd-Smith Malcolm

(Last)

(First)

(Middle)

12481 HIGH BLUFF DR.

STE. 200

(Street)

SAN DIEGO

92130

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2012

3. Issuer Name and Ticker or Trading Symbol
CADENCE PHARMACEUTICALS INC [ CADX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Reg Affairs, Qual & Clin

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	6,332	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock option (right to buy)	09/01/2012	09/14/2018	Common Stock	100,000	9.65	D
Stock option (right to buy)	⁽¹⁾	03/17/2019	Common Stock	35,000	8.35	D
Stock option (right to buy)	11/02/2010	07/15/2019	Common Stock	10,000	11	D
Stock option (right to buy)	03/25/2010	03/25/2020	Common Stock	14,500	9.22	D
Stock option (right to buy)	⁽²⁾	03/25/2020	Common Stock	210,000	9.22	D
Stock option (right to buy)	⁽³⁾	03/16/2021	Common Stock	75,000	8.55	D
Stock option (right to buy)	09/14/2012	03/14/2022	Common Stock	28,338	3.51	D
Stock option (right to buy)	⁽⁴⁾	03/14/2022	Common Stock	105,000	3.51	D

Explanation of Responses:

1. The option vests such that 25% of the number of shares of common stock subject to the option vest one year after the date of grant, and 1/48th of the original number of shares of common stock subject to the option vest on the first day of each full month thereafter. The grant of this award was 03/18/2009 and the award will be fully vested as of 03/01/2013. As of the date of this report, 4,375 shares remained unvested.

2. The option vests such that 25% of the number of shares of common stock subject to the option vest one year after the date of grant, and 1/48th of the original number of shares of common stock subject to the option vest on the first day of each full month thereafter. The grant of this award was 03/25/2010 and the award will be fully vested as of 03/01/2014. As of the date of this report, 78,750 shares remained unvested.

3. The option vests such that 25% of the number of shares of common stock subject to the option vest one year after the date of grant, and 1/48th of the original number of shares of common stock subject to the option vest on the first day of each full month thereafter. The grant of this award was 03/16/2011 and the award will be fully vested as of 03/01/2015. As of the date of this report, 46,875 shares remained unvested.

4. The option vests such that 25% of the number of shares of common stock subject to the option vest one year after the date of grant, and 1/48th of the original number of shares of common stock subject to the option vest on the first day of each full month thereafter. The grant of this award was 03/14/2012 and the award will be fully vested as of 03/01/2016. As of the date of this report, all of the shares remained unvested.

Remarks:

	/s/ Hazel M. Aker Attorney-in-fact	09/06/2012
	** 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.

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby authorizes Theodore R.
Schroeder, William R. LaRue and Hazel M. Aker 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 shareholder 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 caused this Power of Attorney to be
executed as of this 6th day of September, 2012.


/s/ Malcolm C. Lloyd-Smith
___________________________
Malcolm C. Lloyd-Smith