Statement of Changes of Beneficial Ownership

FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Frazier Healthcare V, LP 		2. Issuer Name and Ticker or Trading Symbol

CADENCE PHARMACEUTICALS INC [ CADX ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
Former 10% Owner
(Last)          (First)          (Middle)

601 UNION STREET, SUITE 3200 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/30/2006
(Street)

SEATTLE, WA 98101
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   10/30/2006     C    2500000   A   (1) 2500000   I   By Frazier Healthcare V, L.P.   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-3 Preferred Stock     (1) 10/30/2006     C        10000000      (1)   (1) Common Stock   2500000   (3)   (1) 0   I   By Frazier Healthcare V, L.P.   (2)

Explanation of Responses:
( 1)  The Issuer's Series A-3 Preferred Stock automatically converted into Common Stock on a 4-for-1 basis upon the closing of the Issuer's initial public offering and had no expiration date.
( 2)  The securities are owned directly by Frazier Healthcare V, LP, the designated filer. The general partner of Frazier Healthcare V, LP is FHM V, LP, a joint filer. FHM V, LLC, also a joint filer, is the general partner of FHM V, LP. FHM V, LP and FHM V, LLC disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein and this report shall not be deemed an admission for purposes of Section 16 or for any other purpose.
( 3)  Reflects a 1-for-4 reverse stock split effective October 19, 2006, pursuant to which each share of Preferred Stock became convertible into 1/4 of a share of Common Stock.

Remarks:
Exhibit 99 - Joint Filer Information

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Frazier Healthcare V, LP
601 UNION STREET, SUITE 3200
SEATTLE, WA 98101


Former 10% Owner
FHM V, LP
601 UNION STREET, SUITE 3200
SEATTLE, WA 98101


Former 10% Owner
FHM V, LLC
601 UNION STREET, SUITE 3200
SEATTLE, WA 98101


Former 10% Owner

Signatures
Frazier Healthcare V, LP, By: FHM V, LP, its General Partner, By: FHM V, LLC, Its General Partner, By: /s/ Thomas S. Hodge, Chief Operating Officer 10/31/2006
** 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 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.
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Exhibit 99.1

 

Form 4 Joint Filer Information

 

Name:

FHM V, LP

Address:

601 Union Street, Suite 3200

 

Seattle, WA 98101

 

Designated Filer:

Frazier Healthcare V, LP

 

Issuer & Ticker Symbol:

Cadence Pharmaceuticals Inc. (CADX)

 

Date of Event Requiring Statement:

October 30, 2006

 

 

FHM V, LP

 

By: FHM V, LLC, its General Partner

 

 

By: /s/ Thomas S. Hodge  

 

Thomas S. Hodge,

 

Chief Operating Officer

 

 

Name:

FHM V, LLC

Address:

601 Union Street, Suite 3200

 

Seattle, WA 98101

 

 

Designated Filer:

Frazier Healthcare V, LP

 

Issuer & Ticker Symbol:

Cadence Pharmaceuticals Inc. (CADX)

 

Date of Event Requiring Statement:

October 30, 2006

 

 

FHM V, LLC

 

 

By: /s/ Thomas S. Hodge  

 

Thomas S. Hodge,

 

Chief Operating Officer