Heron Therapeutics, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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00202J203
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(CUSIP Number)
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December 31, 2013
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(Date of Event Which Requires Filing of this Statement)
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o | Rule 13d-1(b) |
x | Rule 13d-1(c) |
o | Rule 13d-1(d) |
1
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NAME OF REPORTING PERSON
Biotechnology Value Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
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3
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SEC USE ONLY
|
||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
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SOLE VOTING POWER
0 shares
|
|
6
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SHARED VOTING POWER
1,461,517 (1)
|
||
7
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SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
1,461,517 (1)
|
||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,461,517 (1)
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||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%
|
||
12
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TYPE OF REPORTING PERSON
PN
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1
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NAME OF REPORTING PERSON
Biotechnology Value Fund II, L.P.
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 shares
|
|
6
|
SHARED VOTING POWER
984,500 (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
984,500 (1)
|
||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
984,500 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%
|
||
12
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TYPE OF REPORTING PERSON
PN
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1
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NAME OF REPORTING PERSON
BVF Investments, L.L.C.
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 shares
|
|
6
|
SHARED VOTING POWER
0 shares
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
0 shares
|
||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
||
12
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TYPE OF REPORTING PERSON
OO
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1
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NAME OF REPORTING PERSON
Investment 10, L.L.C.
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
6
|
SHARED VOTING POWER
434,800 (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
434,800 (1)
|
||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
434,800 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%
|
||
12
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
BVF Partners L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 shares
|
|
6
|
SHARED VOTING POWER
2,880,817 (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
2,880,817 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,880,817 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%
|
||
12
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TYPE OF REPORTING PERSON
PN, IA
|
1
|
NAME OF REPORTING PERSON
BVF Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 shares
|
|
6
|
SHARED VOTING POWER
2,880,817 (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
2,880,817 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,880,817 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%
|
||
12
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TYPE OF REPORTING PERSON
CO
|
1
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NAME OF REPORTING PERSON
Mark N. Lampert
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
6
|
SHARED VOTING POWER
2,880,817 (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
2,880,817 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,880,817 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%
|
||
12
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TYPE OF REPORTING PERSON
IN
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Item 1(a).
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Name of Issuer:
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Item 1(b).
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Address of Issuer's Principal Executive Offices:
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Item 2(a).
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Name of Person Filing
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Item 2(b).
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Address of Principal Business Office or, if None, Residence
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Item 2(c).
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Citizenship
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Item 2(d).
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Title of Class of Securities:
|
Item 2(e).
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CUSIP Number:
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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/x/
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Not applicable.
|
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(a)
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/ /
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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/ /
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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/ /
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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/ /
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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/ /
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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/ /
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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/ /
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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/ /
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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/ /
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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/ /
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k)
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/ /
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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Item 4.
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Ownership
|
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(a)
|
Amount beneficially owned:
|
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(b)
|
Percent of class:
|
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(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
See Cover Pages Items 5-9.
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(ii)
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Shared power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(iii)
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Sole power to dispose or to direct the disposition of
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|
See Cover Pages Items 5-9.
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(iv)
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Shared power to dispose or to direct the disposition of
|
|
See Cover Pages Items 5-9.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
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Item 7.
|
Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Item 8.
|
Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
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Certifications.
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BIOTECHNOLOGY VALUE FUND, L.P.
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INVESTMENT 10, L.L.C.
|
|||
|
||||
By:
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BVF Partners L.P., its general partner
|
By:
|
BVF Partners L.P., its investment manager
|
|
By:
|
BVF Inc., its general partner
|
By:
|
BVF Inc., its general partner
|
|
|
||||
By:
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/s/ Mark N. Lampert
|
By:
|
/s/ Mark N. Lampert
|
|
Mark N. Lampert
|
Mark N. Lampert
|
|||
President
|
President
|
|||
|
||||
|
||||
BIOTECHNOLOGY VALUE FUND II, L.P.
|
BVF PARTNERS L.P.
|
|||
|
||||
By:
|
BVF Partners L.P., its general partner
|
By:
|
BVF Inc., its general partner
|
|
By:
|
BVF Inc., its general partner
|
|
||
By:
|
/s/ Mark N. Lampert
|
|||
By:
|
/s/ Mark N. Lampert
|
Mark N. Lampert
|
||
Mark N. Lampert
|
President
|
|||
President
|
||||
BVF INC.
|
||||
|
||||
BVF INVESTMENTS, L.L.C.
|
By:
|
/s/ Mark N. Lampert
|
||
Mark N. Lampert
|
||||
By:
|
BVF Partners L.P., its manager
|
President
|
||
By:
|
BVF Inc., its general partner
|
|||
|
||||
By:
|
/s/ Mark N. Lampert
|
/s/ Mark N. Lampert
|
||
Mark N. Lampert
|
MARK N. LAMPERT
|
|||
President
|