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^*

LARUE WILLIAM R

(Last)

(First)

(Middle)

C/O CADENCE PHARMACEUTICALS, INC.

12481 HIGH BLUFF DRIVE, SUITE 200

(Street)

SAN DIEGO

92130

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/24/2006

3. Issuer Name and Ticker or Trading Symbol
CADENCE PHARMACEUTICALS INC [ CADX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, CFO, Treasurer, Secretary

5. 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 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	11,000⁽¹⁾	I	By LaRue Family Trust⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock option (right to buy)	⁽³⁾	06/11/2016	Common Stock	176,250	$3.2	D
Stock option (right to buy)	⁽³⁾	08/22/2016	Common Stock	37,500	$3.2	D

Explanation of Responses:

1. 7,563 shares are subject to the Company's right to repurchase. 1/16 of the total number of shares of common stock vest and are no longer subject the Company's right to repurchase on the first day of each fiscal quarter.

2. Mr. LaRue is a trustee of this trust.

3. All of the shares of common stock subject to the option are immediately exercisable. 25% of the total number of shares of common stock subject to the option vest and are no longer subject to the Company's right to repurchase on 06/01/2007. 1/48 of the total number of shares of common stock subject to the option vest and are no longer subject to the Company's right to repurchase on the 1st of each month thereafter.

Remarks:

	/s/ Jennifer M. Repine, Attorney-in-fact	10/24/2006
	** 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).
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.