SEC Filing - Heron Therapeutics

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SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

TANG KEVIN C

(Last)

(First)

(Middle)

4747 EXECUTIVE DRIVE

SUITE 510

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HERON THERAPEUTICS, INC. /DE/ [ HRTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/07/2018		G⁽¹⁾	18,989	D	$0.00	5,811,226	I⁽²⁾	By LP⁽²⁾
Common Stock	12/07/2018		G⁽¹⁾	18,989	D	$0.00	5,792,237	I⁽²⁾	By LP⁽²⁾
Common Stock	12/07/2018		G⁽¹⁾	1,992	D	$0.00	5,790,245	I⁽²⁾	By LP⁽²⁾
Common Stock	12/10/2018		G⁽¹⁾	19,304	D	$0.00	5,770,941	I⁽²⁾	By LP⁽²⁾
Common Stock	12/10/2018		G⁽¹⁾	3,955	D	$0.00	5,766,986	I⁽²⁾	By LP⁽²⁾
Common Stock	12/10/2018		G⁽¹⁾	3,955	D	$0.00	5,763,031	I⁽²⁾	By LP⁽²⁾
Common Stock	12/10/2018		G⁽¹⁾	3,955	D	$0.00	5,759,076	I⁽²⁾	By LP⁽²⁾
Common Stock	12/10/2018		G⁽¹⁾	2,025	D	$0.00	5,757,051	I⁽²⁾	By LP⁽²⁾
Common Stock	12/10/2018		G⁽¹⁾	3,955	D	$0.00	5,753,096	I⁽²⁾	By LP⁽²⁾
Common Stock							14,347	I⁽³⁾	As Trustee⁽³⁾
Common Stock							6,941	D⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The gifted securities were held by Tang Capital Partners, LP and were donated to a charitable organization.

2. The securities are held by Tang Capital Partners, LP ("TCP"). Kevin Tang is the sole manager of Tang Capital Management, LLC, which is the general partner of TCP. Mr. Tang has a pecuniary interest in a portion of the shares beneficially held by TCP.

3. The securities are held by Kevin Tang as custodian for his minor children, as Trustee of the KCT Family Trust, and as Trustee of the Tang Advisors, LLC Profit Sharing Plan.

4. 2,147 of these securities are held by Kevin Tang's IRA.

Remarks:

	/s/ Kevin Tang	02/14/2019
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.