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
 
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1. Name and Address of Reporting Person*
Frazier Healthcare VI, L.P.

(Last) (First) (Middle)
601 UNION STREET, SUITE 3200

(Street)
SEATTLE WA 98101

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/18/2009
3. Issuer Name and Ticker or Trading Symbol
CADENCE PHARMACEUTICALS INC [ CADX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 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)
Form filed by One Reporting Person
X 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(1)(4) 3,128,258 I See Footnote(1)
Common Stock(2)(4) 3,128,258 I See Footnote(2)
Common Stock(3)(4) 3,128,258 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (right to buy)(1)(4) 02/18/2009 02/18/2014 Common Stock 1,564,129 7.84 I See Footnote(1)
Warrant (right to buy)(2)(4) 02/18/2009 02/18/2014 Common Stock 1,564,129 7.84 I See Footnote(2)
Warrant (right to buy)(3)(4) 02/18/2009 02/18/2014 Common Stock 1,564,129 7.84 D
1. Name and Address of Reporting Person*
Frazier Healthcare VI, L.P.

(Last) (First) (Middle)
601 UNION STREET, SUITE 3200

(Street)
SEATTLE WA 98101

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FHM VI, L.P.

(Last) (First) (Middle)
601 UNION STREET, SUITE 3200

(Street)
SEATTLE WA 98101

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FHM VI, L.L.C.

(Last) (First) (Middle)
601 UNION STREET, SUITE 3200

(Street)
SEATTLE WA 98101

(City) (State) (Zip)
Explanation of Responses:
1. These securities were acquired and are held directly by Frazier Healthcare VI, L.P. ("FH VI"). FHM VI, L.L.C. ("FHM VI L.L.C.") is the general partner of FHM VI, L.P. ("FHM VI"), which is the general partner of FH VI. FHM VI L.L.C. may be deemed to have voting and dispositive power with respect to the shares held by FH VI. FHM VI L.L.C. disclaims beneficial ownership of the securities held by FH VI except to the extent of any pecuniary interest therein.
2. These securities were acquired and are held directly by FH VI. FHM VI is the general partner of FH VI and may be deemed to have voting and dispositive power with respect to the shares held by FH VI. FHM VI disclaims beneficial ownership of the securities held by FH VI except to the extent of any pecuniary interest therein.
3. These securities were acquired and are held directly by FH VI.
4. The Reporting Persons may be deemed to be members of a group with Frazier Healthcare V, L.P., FHM V, L.P., and FHM V, L.L.C. that beneficially owns more than ten percent (10%) of the Common Stock of the Issuer (see that certain Schedule 13G/A filed on February 20, 2009). The Reporting Persons disclaim the existence of a 13(d) group and this statement shall not be deemed an admission that such a group exists.
/s/ Thomas S. Hodge, Chief Operating Officer of FHM VI L.L.C. 02/25/2009
** 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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