0000919574-17-002005.txt : 20170214 0000919574-17-002005.hdr.sgml : 20170214 20170214161511 ACCESSION NUMBER: 0000919574-17-002005 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HERON THERAPEUTICS, INC. /DE/ CENTRAL INDEX KEY: 0000818033 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 942875566 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-39444 FILM NUMBER: 17609014 BUSINESS ADDRESS: STREET 1: 4242 CAMPUS POINT COURT, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6503662626 MAIL ADDRESS: STREET 1: 4242 CAMPUS POINT COURT, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: AP PHARMA INC /DE/ DATE OF NAME CHANGE: 20010511 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED POLYMER SYSTEMS INC /DE/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KINGDON CAPITAL MANAGEMENT, L.L.C. CENTRAL INDEX KEY: 0001000097 IRS NUMBER: 134015739 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 157 WEST 57TH STREET STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-333-0100 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: KINGDON CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 19980914 FORMER COMPANY: FORMER CONFORMED NAME: KINGDON CAPITAL MANAGEMENT CORP DATE OF NAME CHANGE: 19960408 SC 13G 1 d7410507_13-g.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

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)


December 31, 2016
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X]  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 the disclosures provided in a prior cover page.
The information required in 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
    

1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Kingdon Capital Management, L.L.C.
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [_]
     
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
  
     
 
3,848,161
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
3,848,161
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
3,848,161
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
9.82%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
  

CUSIP No
427746102
    

1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
M. Kingdon Offshore Master Fund L.P.
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [_]
     
3.
SEC USE ONLY
  
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Cayman Islands
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
2,059,946
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
2,059,946
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
2,059,946
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
5.26%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
  

CUSIP No
427746102
    

1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Mark Kingdon
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [_]
     
3.
SEC USE ONLY
  
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
United States of America
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
3,848,161
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
3,848,161
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
3,848,161
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
9.82%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
  

CUSIP No.
427746102
    

Item 1.
(a).
Name of Issuer:
  
       
   
Heron Therapeutics, Inc.
  

 
(b).
Address of issuer's principal executive offices:
  
       
   
123 Saginaw Drive
Redwood City, California 94063
United States of America
  

Item 2.
(a).
Name of person filing:
  
       
   
Kingdon Capital Management, L.L.C.
M. Kingdon Offshore Master Fund L.P.
Mark Kingdon
  

 
(b).
Address or principal business office or, if none, residence:
  
       
   
Kingdon Capital Management, L.L.C.
152 West 57th Street, 50th Floor
New York, NY 10019
 United States of America
 
M. Kingdon Offshore Master Fund L.P.
c/o Kingdon Capital Management, L.L.C.
152 West 57th Street, 50th Floor
New York, NY 10019
 United States of America
 
Mark Kingdon
c/o Kingdon Capital Management, L.L.C.
152 West 57th Street, 50th Floor
New York, NY 10019
 United States of America
  

 
(c).
Citizenship:
  
       
   
Kingdon Capital Management, L.L.C.: Delaware
M. Kingdon Offshore Master Fund L.P.: Cayman Islands
Mark Kingdon: United States of America
 
  

 
(d).
Title of class of securities:
  
       
   
Common Stock, par value $0.01 per share
  

 
(e).
CUSIP No.:
  
       
   
427746102
  


Item 3.
  
If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

 
(a)
[_]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
(b)
[_]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
(c)
[_]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 
(d)
[_]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 
(e)
[X]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 
(f)
[_]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 
(g)
[X]
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 
(h)
[_]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

 
(i)
[_]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
(j)
[_]
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

 
(k)
[_]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
       
 

Item 4.
Ownership.

 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned:
     
   
Kingdon Capital Management, L.L.C.:  3,848,161
M. Kingdon Offshore Master Fund L.P.: 2,059,946
Mark Kingdon:  3,848,161

 
(b)
Percent of class:
     
   
Kingdon Capital Management, L.L.C.: 9.82%
M. Kingdon Offshore Master Fund L.P.: 5.26%
Mark Kingdon: 9.82%

 
(c)
Number of shares as to which the person has:
     


   
(i)
Sole power to vote or to direct the vote
  
,
     
 
Kingdon Capital Management, L.L.C.: 0
M. Kingdon Offshore Master Fund L.P.: 0
Mark Kingdon: 0
 
  
   
(ii)
Shared power to vote or to direct the vote
  
,
     
 
Kingdon Capital Management, L.L.C.: 3,848,161
M. Kingdon Offshore Master Fund L.P.: 2,059,946
Mark Kingdon: 3,848,161
  
   
(iii)
Sole power to dispose or to direct the disposition of
  
,
     
 
Kingdon Capital Management, L.L.C.: 0
M. Kingdon Offshore Master Fund L.P.: 0
Mark Kingdon: 0
 
  
   
(iv)
Shared power to dispose or to direct the disposition of
  
.
     
 
Kingdon Capital Management, L.L.C.: 3,848,161
M. Kingdon Offshore Master Fund L.P.: 2,059,946
Mark Kingdon: 3,848,161
  

 
Instruction:  For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).


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 five percent of the class of securities, check the following [_].
 
 
This Item 5 is not applicable.
   

Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.

 
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
 
All securities reported in this Schedule 13G are owned by advisory clients of Kingdon Capital Management, L.L.C.  Other than M. Kingdon Offshore Master Fund L.P., none of the advisory clients individually own more than 5% of the outstanding Shares.
   


Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
 
See Exhibit B attached hereto.
   

Item 8.
Identification and Classification of Members of the Group.

 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
 
This Item 8 is not applicable.
   

Item 9.
Notice of Dissolution of Group.

 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
 
 
This Item 9 is not applicable.
   

Item 10.
Certification.

   
Certification by M. Kingdon Offshore Master Fund L.P.:
 
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, other than activities solely in connection with a nomination under § 240.14a-11.
 
Certification by each of Kingdon Capital Management, L.L.C. and Mark Kingdon:
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under §240.14a-11.
 
 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
February 14, 2017
 
(Date)

 
Kingdon Capital Management, L.L.C.
   
   
 
By: /s/ William Walsh   
Name: William Walsh
Title: Chief Financial Officer
 
M. Kingdon Offshore Master Fund L.P.
By: Kingdon GP, LLC, its general partner
 
By: /s/ Mark Kingdon  
Name: Mark Kingdon
Title: Managing Member
 



 
/s/ Mark Kingdon  
Mark Kingdon


The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
EXHIBIT A

AGREEMENT


The undersigned agree that this Schedule 13G dated February 14, 2017 relating to Common Stock, par value $0.01 per share of Heron Therapeutics, Inc. shall be filed on behalf of the undersigned.

 
Kingdon Capital Management, L.L.C.
   
   
 
By: /s/ William Walsh
Name: William Walsh
Title: Chief Financial Officer
 
M. Kingdon Offshore Master Fund L.P.
By: Kingdon GP, LLC, its general partner
 
By: /s/ Mark Kingdon  
Name: Mark Kingdon
Title: Managing Member
 


 
/s/ Mark Kingdon  
Mark Kingdon


















EXHIBIT B

Kingdon Capital Management, L.L.C. is the relevant entity for which Mark Kingdon may be considered a control person.



 















SK 48400 0009 7410507