Heron Therapeutics Inc.

02/08/2023 | Press release | Distributed by Public on 02/08/2023 17:27

Initial Statement of Beneficial Ownership - Form 3

Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549INITIAL 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 *
Velan Capital Investment Management LP
2. Date of Event Requiring Statement (Month/Day/Year)
2023-01-30 		3. Issuer Name and Ticker or Trading Symbol
HERON THERAPEUTICS, INC. /DE/ [HRTX]
(Last) (First) (Middle)
1055B POWERS PLACE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
/ See Footnote 2
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)
ALPHARETTA GA 30009
6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security 2. Amount of Securities Beneficially Owned 3. Ownership Form: Direct (D) or Indirect (I) 4. Nature of Indirect Beneficial Ownership
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Date Exercisable and Expiration Date 3. Title and Amount of Securities Underlying Derivative Security 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 6. Nature of Indirect Beneficial Ownership
Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Velan Capital Investment Management LP
1055B POWERS PLACE

ALPHARETTA, GA30009


See Footnote 2
Velan Capital Master Fund LP
89 NEXUS WAY

CAMANA BAY, GRAND CAYMAN, E9KY1-9009


See Footnote 2
Velan Capital Holdings LLC
1055B POWERS PLACE

ALPHARETTA, GA30009


See Footnote 2
Velan Capital Management LLC
1055B POWERS PLACE

ALPHARETTA, GA30009


See Footnote 2
VENKATARAMAN BALAJI
1055B POWERS PLACE

ALPHARETTA, GA30009


See Footnote 2
Morgan Adam
1055B POWERS PLACE

ALPHARETTA, GA30009


See Footnote 2

Signatures

Velan Capital Master Fund LP, By: Velan Capital Holdings LLC, its general partner, By: /s/ Adam Morgan, managing member 2023-02-08
**Signature of Reporting Person Date
Velan Capital Holdings LLC, By: /s/ Adam Morgan, managing member 2023-02-08
**Signature of Reporting Person Date
Velan Capital Investment Management LP, By: Velan Capital Management LLC, its general partner, By: /s/ Adam Morgan, managing member 2023-02-08
**Signature of Reporting Person Date
Velan Capital Management LLC, By: /s/ Adam Morgan, managing member 2023-02-08
**Signature of Reporting Person Date
/s/ Balaji Venkataraman 2023-02-08
**Signature of Reporting Person Date
/s/ Adam Morgan 2023-02-08
**Signature of Reporting Person Date

Explanation of Responses:

(*) 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).
(1) This Form 3 is filed jointly by Velan Capital Master Fund LP ("Velan Master"), Velan Capital Holdings LLC ("Velan GP"), Velan Capital Investment Management LP ("Velan Capital"), Velan Capital Management LLC ("Velan IM GP"), Balaji Venkataraman and Adam Morgan (collectively, the "Reporting Persons").
(2) Each Reporting Person may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities of the Issuer owned directly by the other members of the Section 13(d) group and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. Further, each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
(3) Securities beneficially owned directly by Velan Master. As the general partner of Velan Master, Velan GP may be deemed to beneficially own the securities owned directly by Velan Master. As the investment manager of Velan Master, Velan Capital may be deemed to beneficially own the securities owned directly by Velan Master. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Velan Master. As the managing members of Velan GP and Velan IM GP, Messrs. Venkataraman and Morgan may be deemed to beneficially own the securities owned directly by Velan Master.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.