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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)1
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Cadence Pharmaceuticals, Inc.
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(Name of Issuer)
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Common Stock, $.0001 par value
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(Title of Class of Securities)
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12738T 10 0
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(CUSIP Number)
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Domain Associates, LLC
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Ropes & Gray LLP
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One Palmer Square
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1211 Avenue of the Americas
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Princeton, NJ 08542
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New York, NY 10036
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Attn: Kathleen K. Schoemaker
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Attn: Morri Weinberg, Esq.
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Tel: (609) 683-5656
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Tel: (212) 596-9000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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March 19, 2014
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(Date of Event Which Requires Filing of This Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
1 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 disclosures provided in a prior cover page.
The information required on 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
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(VOLUNTARY)
Domain Partners VI, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [X]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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Not Applicable
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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[ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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0
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[ ]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0
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14.
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TYPE OF REPORTING PERSON
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PN
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2
CUSIP No. 12738T 10 0
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(VOLUNTARY)
DP VI Associates, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [X]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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Not Applicable
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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[ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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0
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[ ]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0
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14.
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TYPE OF REPORTING PERSON
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PN
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3
CUSIP No. 12738T 10 0
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(VOLUNTARY)
Domain Partners VII, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [X]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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Not Applicable
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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[ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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0
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[ ]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0
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14.
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TYPE OF REPORTING PERSON
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PN
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4
CUSIP No. 12738T 10 0
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(VOLUNTARY)
DP VII Associates, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [X]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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Not Applicable
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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[ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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0
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[ ]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0
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14.
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TYPE OF REPORTING PERSON
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PN
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5
CUSIP No. 12738T 10 0
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(VOLUNTARY)
Domain Associates, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [X]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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Not Applicable
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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[ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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0
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[ ]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0
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14.
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TYPE OF REPORTING PERSON
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OO
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6
CUSIP No. 12738T 10 0
AMENDMENT NO. 4 TO SCHEDULE 13D
Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") by the Reporting Persons with respect to the Common Stock of the Issuer on March 5, 2008, Amendment No. 1 thereto filed on February 25, 2009, Amendment No. 2 thereto filed on January 22, 2013 and Amendment No. 3 thereto filed on March 4, 2013 (as so amended, the "Schedule 13D"). Terms defined in the Schedule 13D are used herein as so defined.
The following items of the Schedule 13D are hereby amended as follows:
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated as follows:
The information requested by this paragraph is incorporated herein by reference to the cover pages to this Amendment No. 4 to Schedule 13D. As a result of the completion of the acquisition of the Issuer by Mallinckrodt plc described in Item 5(c) below, the Reporting Persons no longer beneficially own any Common Stock of the Issuer.
Item 5(c) is hereby amended and restated as follows:
In connection with the acquisition of the Issuer by Mallinckrodt plc ("Parent") on March 19, 2014, and pursuant to the terms of the Agreement and Plan of Merger by and among the Issuer, Parent and Madison Merger Sub,
Inc. ("Merger Sub") dated February 10, 2014, Merger Sub acquired all of the issued and outstanding shares of Common Stock (the "Shares") for a purchase price of $14.00 per Share.
With respect to the options to purchase Common Stock held by James C. Blair, on March 19, 2014 such options became fully vested and were automatically canceled and terminated and the holder became entitled to receive an amount in cash, without interest and less the amount of any tax withholding, equal to the product of (1) the number of shares of Common Stock of the Issuer underlying such option multiplied by (2) the excess, if any, of $14.00 over the exercise price per share of such option.
Item 5(e) is hereby amended and restated as follows:
The Reporting Persons ceased to be beneficial owners of more than 5% of the Common Stock on March 19, 2014.
7
CUSIP No. 12738T 10 0
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: March 24, 2014
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DOMAIN PARTNERS VI, L.P.
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By:
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One Palmer Square Associates VI, LLC, General Partner
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By:
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/s/ Kathleen K. Schoemaker
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Managing Member
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DP VI ASSOCIATES, L.P.
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By:
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One Palmer Square Associates VI, LLC, General Partner
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By:
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/s/ Kathleen K. Schoemaker
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Managing Member
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DOMAIN PARTNERS VII, L.P.
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By:
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One Palmer Square Associates VII, LLC, General Partner
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By:
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/s/ Kathleen K. Schoemaker
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Managing Member
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DP VII ASSOCIATES, L.P.
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By:
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One Palmer Square Associates VII, LLC, General Partner
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By:
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/s/ Kathleen K. Schoemaker
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Managing Member
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DOMAIN ASSOCIATES, LLC
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By:
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/s/ Kathleen K. Schoemaker
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Managing Member
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8