UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
Heron Therapeutics, Inc.
(Name of Issuer)
Common stock, par value $0.01 per share
(Title of Class of Securities)
427746102
(CUSIP Number)
June 29, 2015
Date of Event Which Requires Filing of the 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 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. 427746102 | 13G | Page 2 of 13 Pages |
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1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Partner Fund Management, L.P. | ||
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] | ||
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3. |
SEC USE ONLY
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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
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5. |
SOLE VOTING POWER 0 | |
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6. |
SHARED VOTING POWER
1,982,443 shares
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7. |
SOLE DISPOSITIVE POWER 0 | ||
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8.
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SHARED DISPOSITIVE POWER See Row 6 above | ||
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above | ||
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] | ||
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%1 | ||
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12.
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TYPE OF REPORTING PERSON IA; PN | ||
| 1 | The percentages reported in this Schedule 13G are based upon 34,426,533 shares of common stock outstanding as of June 15, 2015 according to the prospectus supplement filed by the issuer with the Securities and Exchange Commission (“SEC”) on June 12, 2015) and the Form 8-K filed by the issuer with the SEC on June 16, 2015. All of the other numbers and percentages reported in this Schedule 13G are as of 9:00 a.m. (PT) on the date of filing. |
| CUSIP No. 427746102 | 13G | Page 3 of 13 Pages |
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1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Partner Fund Management GP, LLC | ||
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] | ||
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3. |
SEC USE ONLY
| ||
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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. |
SOLE VOTING POWER 0 | |
|
6. |
SHARED VOTING POWER
1,982,443 shares
| ||
|
7. |
SOLE DISPOSITIVE POWER 0 | ||
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8.
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SHARED DISPOSITIVE POWER See Row 6 above | ||
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above | ||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] | ||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6% | ||
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12.
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TYPE OF REPORTING PERSON OO | ||
| CUSIP No. 427746102 | 13G | Page 4 of 13 Pages |
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1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Partner Investment Management, L.P. | ||
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] | ||
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3. |
SEC USE ONLY
| ||
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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
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5. |
SOLE VOTING POWER 0 | |
|
6. |
SHARED VOTING POWER
31,739 shares
| ||
|
7. |
SOLE DISPOSITIVE POWER 0 | ||
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8.
|
SHARED DISPOSITIVE POWER See Row 6 above | ||
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above | ||
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] | ||
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% | ||
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12.
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TYPE OF REPORTING PERSON IA; PN | ||
| CUSIP No. 427746102 | 13G | Page 5 of 13 Pages |
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1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Partner Investment Management GP, LLC | ||
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] | ||
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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
31,739 shares
| ||
|
7. |
SOLE DISPOSITIVE POWER 0 | ||
|
8.
|
SHARED DISPOSITIVE POWER See Row 6 above | ||
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above | ||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] | ||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% | ||
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12.
|
TYPE OF REPORTING PERSON OO | ||
| CUSIP No. 427746102 | 13G | Page 6 of 13 Pages |
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1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brian D. Grossman | ||
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] | ||
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3. |
SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | ||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5. |
SOLE VOTING POWER 0 | |
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6. |
SHARED VOTING POWER
2,014,182 shares
| ||
|
7. |
SOLE DISPOSITIVE POWER 0 | ||
|
8.
|
SHARED DISPOSITIVE POWER See Row 6 above | ||
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above | ||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] | ||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7% | ||
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12.
|
TYPE OF REPORTING PERSON IN | ||
| CUSIP No. 427746102 | 13G | Page 7 of 13 Pages |
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1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Christopher M. James | ||
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] | ||
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3. |
SEC USE ONLY
| ||
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | ||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. |
SOLE VOTING POWER 0 | |
|
6. |
SHARED VOTING POWER
2,014,182 shares
| ||
|
7. |
SOLE DISPOSITIVE POWER 0 | ||
|
8.
|
SHARED DISPOSITIVE POWER See Row 6 above | ||
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above | ||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] | ||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7% | ||
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12.
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TYPE OF REPORTING PERSON IN | ||
| CUSIP No. 427746102 | 13G | Page 8 of 13 Pages |
| Item 1(a) | Name of Issuer |
Heron Therapeutics, Inc.
| Item 1(b) | Address of Issuer’s Principal Executive Offices 123 Saginaw Drive, Redwood City, California 94063 |
| Item 2(a) | Name of Person Filing |
This Schedule 13G is being jointly filed by Partner Fund Management, L.P. (“PFM”), Partner Fund Management GP, LLC (“PFM-GP”), Partner Investment Management, L.P. (“PIM”), Partner Investment Management GP, LLC (“PIM-GP”), Brian D. Grossman (“Grossman”) and Christopher M. James (“James” and, collectively with PFM, PFM-GP, PIM, PIM-GP and Grossman, the “Reporting Persons”) with respect to shares of common stock of the above-named issuer owned by PFM Healthcare Master Fund, L.P., a Cayman Islands limited partnership (“HCM”), PFM Healthcare Opportunities Master Fund, L.P., a Cayman Islands limited partnership (“HCOPP”), PFM Oncology Opportunities Master Fund, L.P., a Cayman Islands limited partnership (“ONCOPP”), PFM Healthcare Principals Fund, L.P., a Delaware limited partnership (“HCP”), PFM Global Long Alpha Master Fund, L.P. , a Cayman Islands limited partnership (“GLAM”), PFM Diversified Principals Fund, L.P., a Delaware limited partnership (“DP”), PFM Healthcare Emerging Growth Master Fund, L.P., a Cayman Islands limited partnership (“HEGM”), and PFM Diversified Master Fund, L.P., a Cayman Islands limited partnership (“DMF” and, collectively with HCM, HCOPP, ONCOPP, HCP, GLAM, DP and HEGM, the “Funds”).
| PFM is the investment advisor for HCM, HCOPP, ONCOPP, GLAM, HEGM and DMF. PIM is the investment advisor for HCP and DP. PFM-GP and PIM-GP are, respectively, the general partners of PFM and PIM. Grossman is the portfolio manager for the health care strategy for the Funds. James is the chief investment officer for PIM and PFM and member manager of PFM-GP and PIM-GP. |
| The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any). |
| Item 2(b) | Address of Principal Business Office The address of the principal business office of each of the Reporting Persons is c/o Partner Fund Management, L.P., 4 Embarcadero Center, Suite 3500, San Francisco, CA 94111. |
| Item 2(c) | Citizenship Each of PFM and PIM is organized as a limited partnership under the laws of the State of Delaware. Each of PFM-GP and PIM-GP is organized as a limited liability company under the laws of the State of Delaware. Each of Grossman and James is a U.S. citizen. |
| Item 2(d) | Title of Class of Securities Common stock, $0.01 par value |
| CUSIP No. 427746102 | 13G | Page 9 of 13 Pages |
| Item 2(e) | CUSIP Number 427746102 |
| Item 3 | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| (a) | [__] Broker or dealer registered under Section 15 of the Exchange Act; |
| (b) | [__] Bank as defined in Section 3(a)(6) of the Exchange Act; |
| (c) | [__] Insurance company as defined in Section 3(a)(19) of the Exchange Act; |
| (d) | [__] Investment company registered under Section 8 of the Investment Company Act; |
| (e) | [__] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | [__] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | [__] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) | [__] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| (i) | [__] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
| (j) | [__] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
| CUSIP No. 427746102 | 13G | Page 10 of 13 Pages |
| Item 4 | Ownership |
| A. | Partner Fund Management, L.P. and Partner Fund Management GP, LLC |
| (a) | PFM and PFM-GP may be deemed to beneficially own 1,982,443 shares of Common Stock. |
| (b) | The number of shares PFM and PFM-GP may be deemed to beneficially own constitutes approximately 5.6% of the Common Stock outstanding. |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 0 |
| (ii) | shared power to vote or to direct the vote: 1,982,443 |
| (iii) | sole power to dispose or to direct the disposition of: 0 |
| (iv) | shared power to dispose or to direct the disposition of: 1,982,443 |
| B. | Partner Investment Management, L.P. and Partner Investment Management GP, LLC |
| (a) | PIM and PIM-GP may be deemed to beneficially own 31,739 shares of Common Stock. |
| (b) | The number of shares PIM and PIM-GP may be deemed to beneficially own constitutes approximately 0.1% of the Common Stock outstanding. |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 0 |
| (ii) | shared power to vote or to direct the vote: 31,739 |
| (iii) | sole power to dispose or to direct the disposition of: 0 |
| (iv) | shared power to dispose or to direct the disposition of: 31,739 |
| CUSIP No. 427746102 | 13G | Page 11 of 13 Pages |
| C. | Brian D. Grossman |
| (a) | Grossman may be deemed to beneficially own 2,014,182 shares of Common Stock. |
| (b) | The number of shares Grossman may be deemed to beneficially own constitutes approximately 5.7% of the Common Stock outstanding. |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 0 |
| (ii) | shared power to vote or to direct the vote: 2,014,182 |
| (iii) | sole power to dispose or to direct the disposition of: 0 |
| (iv) | shared power to dispose or to direct the disposition of: 2,014,182 |
| D. | Christopher M. James |
| (a) | James may be deemed to beneficially own 2,014,182 shares of Common Stock. |
| (b) | The number of shares James may be deemed to beneficially own constitutes approximately 5.7% of the Common Stock outstanding. |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 0 |
| (ii) | shared power to vote or to direct the vote: 2,014,182 |
| (iii) | sole power to dispose or to direct the disposition of: 0 |
| (iv) | shared power to dispose or to direct the disposition of: 2,014,182 |
| Item 5 | Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [_]. |
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person |
| Not Applicable |
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company |
| See Item 2 above |
| Item 8 | Identification and Classification of Members of the Group |
| Not Applicable |
| CUSIP No. 427746102 | 13G | Page 12 of 13 Pages |
| 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. 427746102 | 13G | Page 13 of 13 Pages |
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated this 9th day of July, 2015.
|
PARTNER FUND MANAGEMENT, L.P.
By: Partner Fund Management GP, LLC its general partner
By: /s/ Darin Sadow Darin Sadow, Authorized Signatory
|
PARTNER FUND MANAGEMENT GP, LLC
By: /s/ Darin Sadow Darin Sadow, Authorized Signatory
|
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PARTNER INVESTMENT MANAGEMENT, L.P.
By: Partner Investment Management GP, LLC, its general partner
By: /s/ Darin Sadow Darin Sadow, Authorized Signatory
|
PARTNER INVESTMENT MANAGEMENT GP, LLC
By: /s/ Darin Sadow Darin Sadow, Authorized Signatory
|
|
BRIAN D. GROSSMAN
By: /s/ Darin Sadow Darin Sadow, attorney-in-fact*
|
CHRISTOPHER M. JAMES
By: /s/ Darin Sadow Darin Sadow, attorney-in-fact**
|
| * | Darin Sadow is signing on behalf of Brian Grossman as attorney-in-fact pursuant to a power of attorney dated August 4, 2011, and incorporated by reference herein. The power of attorney was filed as an attachment to a filing by certain of the Reporting Persons on Schedule 13G for K-V Pharmaceutical Company on August 5, 2011. |
| ** | Darin Sadow is signing on behalf of Christopher M. James as attorney-in-fact pursuant to a power of attorney dated August 4, 2011, and incorporated by reference herein. The power of attorney was filed as an attachment to a filing by certain of the Reporting Persons on Schedule 13G for K-V Pharmaceutical Company on August 5, 2011. |
EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the common stock of Heron Therapeutics, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the undersigned.
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
Dated this 9th day of July, 2015.
|
PARTNER FUND MANAGEMENT, L.P.
By: Partner Fund Management GP, LLC its general partner
By: /s/ Darin Sadow Darin Sadow, Authorized Signatory
|
PARTNER FUND MANAGEMENT GP, LLC
By: /s/ Darin Sadow Darin Sadow, Authorized Signatory
|
|
PARTNER INVESTMENT MANAGEMENT, L.P.
By: Partner Investment Management GP, LLC, its general partner
By: /s/ Darin Sadow Darin Sadow, Authorized Signatory
|
PARTNER INVESTMENT MANAGEMENT GP, LLC
By: /s/ Darin Sadow Darin Sadow, Authorized Signatory
|
|
BRIAN D. GROSSMAN
By: /s/ Darin Sadow Darin Sadow, attorney-in-fact
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CHRISTOPHER M. JAMES
By: /s/ Darin Sadow Darin Sadow, attorney-in-fact
|