UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

 

 

CADENCE PHARMACEUTICALS, INC.

(Name of Issuer)

 

 

COMMON STOCK, PAR VALUE $0.0001

(Title of Class of Securities)

 

 

12738T 10 0

(CUSIP Number)

 

 

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

---

CUSIP No. 12738T 10 0		13G/A		Page  2  of 11 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   FRAZIER HEALTHCARE V, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨ (b)  ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH		5.    SOLE VOTING POWER    0
		6.    SHARED VOTING POWER    4,372,659
		7.    SOLE DISPOSITIVE POWER    0
		8.    SHARED DISPOSITIVE POWER    4,372,659

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,372,659
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		¨
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   11.4%*
12.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

 

*

All percentage ownership reported in this Schedule 13G/A is based on 38,362,735 shares of Common Stock, par value $.0001 per share (“Common Stock”), outstanding as of October 1, 2008, as reported by the Issuer (as defined below) in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 17, 2008.

---

CUSIP No. 12738T 10 0		13G/A		Page  3  of 11 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   FHM V, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨ (b)  ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH		5.    SOLE VOTING POWER    0
		6.    SHARED VOTING POWER    4,372,659
		7.    SOLE DISPOSITIVE POWER    0
		8.    SHARED DISPOSITIVE POWER    4,372,659

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,372,659
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		¨
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   11.4%
12.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

 

---

CUSIP No. 12738T 10 0		13G/A		Page  4  of 11 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   FHM V, L.L.C.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨ (b)  ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH		5.    SOLE VOTING POWER    0
		6.    SHARED VOTING POWER    4,372,659
		7.    SOLE DISPOSITIVE POWER    0
		8.    SHARED DISPOSITIVE POWER    4,372,659

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,372,659
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		¨
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   11.4%
12.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

---

CUSIP No. 12738T 10 0		13G/A		Page  5  of 10 Pages

 

 

Item 1(a).

Name of Issuer:

CADENCE PHARMACEUTICALS, INC. ( the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

12481 High Bluff Drive, Suite 200

San Diego, CA 92130

 

Item 2(a).

Name of Person Filing:

This 13 G/A is being jointly filed by:

 

(i)

FHM V, L.L.C., a Delaware limited liability company (“FHM V, L.L.C.”), with respect to the shares of Common Stock of the Issuer held by Frazier Healthcare V, L.P. (“FH V”). FHM V, L.L.C. is the general partner of FHM V, L.P. (“FHM V”), which is the general partner of FH V. FHM V, L.L.C. may be deemed to beneficially own the securities held by FH V.

 

(ii)

FHM V with respect to shares of Common Stock of the Issuer held by FH V. FHM V is the general partner of FHV and may be deemed to beneficially own the securities held by FH V.

 

(iii)

FH V with respect to shares of Common Stock of the Issuer that it holds directly.

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

Address for FH V, L.P.; FHM V, L.P.; and FHM V, L.L.C.:

601 Union Street, Suite 3200

Seattle, WA 98101

 

Item 2(c).

Citizenship:

FH V, L.P. – Delaware

FHM V, L.P. – Delaware

FHM V, L.L.C. – Delaware

 

Item 2(d).

Title of Class of Securities:

Common Stock, $0.0001 par value per share

 

Item 2(e).

CUSIP Number:

12738T 10 0

 

Item 3.

Not applicable.

 

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

FH V

(a)    Amount beneficially owned: 4,372,659

(b)    Percent of class: 11.4%

(c)    Number of shares as to which person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 4,372,659

 

(iii)

Sole power to dispose or to direct the disposition of: 0

 

(iv)

Shared power to dispose or to direct the disposition of: 4,372,659

FHM V

(a)    Amount beneficially owned: 4,372,659

(b)    Percent of class: 11.4%

(c)    Number of shares as to which person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 4,372,659

 

(iii)

Sole power to dispose or to direct the disposition of: 0

 

(iv)

Shared power to dispose or to direct the disposition of: 4,372,659

FHM V, L.L.C.

(a)    Amount beneficially owned: 4,372,659

(b)    Percent of class: 11.4%

(c)    Number of shares as to which person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 4,372,659

 

(iii)

Sole power to dispose or to direct the disposition of: 0

 

(iv)

Shared power to dispose or to direct the disposition of: 4,372,659

---

CUSIP No. 12738T 10 0		13G/A		Page  6  of 10 Pages

 

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

See Item 2(a) and 4.

---

CUSIP No. 12738T 10 0		13G/A		Page  7  of 10 Pages

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

---

CUSIP No. 12738T 10 0		13G/A		Page  8  of 10 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

---

CUSIP No. 12738T 10 0		13G/A		Page  9  of 10 Pages

 

EXHIBIT INDEX

 

Exhibit 1.		Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

---

CUSIP No. 12738T 10 0		13G/A		Page  10  of 10 Pages

 

Exhibit 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.