Item 5. Other Information
Item 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
The following table shows the “Rule 10b5-1 trading arrangements” and “non-Rule 10b5-1 trading arrangements” (as each term is defined in Item 408(a) of Regulation S-K) adopted by our directors and executive officers during the quarter ended September 30, 2023. No trading arrangements were terminated by our directors and executive officers during the quarter ended September 30, 2023.
Trading Arrangement
Name and Position Action Date Rule 10b5-1* Non-Rule
10b5-1** Total Number of
Shares to be Sold Expiration
Date
Charles A. Reinhart, III
Chief Financial Officer
Adopt (1)
7/5/2023 x To Be Determined (2)
N/A
Kristen Williams
Chief Administrative Officer and Secretary
Adopt (1)
7/27/2023 x To Be Determined (2)
N/A
Roy Winston
Chief Medical Officer and Orthopedic Franchise
Adopt 9/13/2023 x To Be Determined (2) (3)
8/9/2024
* Intended to satisfy the affirmative defense of Rule 10b5-1(c).
** Not intended to satisfy the affirmative defense of Rule 10b5-1(c).
(1) Represents an election made upon acceptance of a grant of restricted stock units made in June 2023 to sell shares to cover tax withholding obligations upon vesting.
(2) The aggregate number of shares to be sold pursuant to each trading arrangement listed above is dependent on the amount of tax withholding required upon the vesting of restricted stock units, and, therefore, is indeterminable at this time.
(3) Dr. Winston’s trading arrangement includes 11,472 long shares to be sold upon the Company’s common stock reaching a specified limit price.
Pacira BioSciences, Inc. | Q3 2023 Form 10-Q | Page 50
Table of Contents
Item 6. EXHIBITS
The exhibits listed below are filed or furnished as part of this report.
Exhibit Number Description
10.1
Transition and Retirement Agreement, dated September 20, 2023, between the Company and David Stack.(1) †
31.1
Certification of Chief Executive Officer and Chairman pursuant to Rule 13a-14(a) and 15d-14(a), as amended.*
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended.*
32.1
Certification of Chief Executive Officer and Chairman and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101 The following materials from the Quarterly Report on Form 10-Q of Pacira BioSciences, Inc. for the quarter ended September 30, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations; (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss); (iv) the Condensed Consolidated Statements of Stockholders’ Equity; (v) the Condensed Consolidated Statements of Cash Flows; and (vi) the Condensed Notes to Consolidated Financial Statements.*
104 Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith.
** Furnished herewith.
† Denotes management contract or compensatory plan or arrangement.
(1) Incorporated by reference to the Company’s Current Report on Form 8-K, filed on September 26, 2023.
Pacira BioSciences, Inc. | Q3 2023 Form 10-Q | Page 51
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PACIRA BIOSCIENCES, INC.
(REGISTRANT)
Date: November 2, 2023 By: /s/ DAVID STACK
David Stack
Chief Executive Officer and Chairman
(Principal Executive Officer)
Date: November 2, 2023 By: /s/ CHARLES A. REINHART, III
Charles A. Reinhart, III
Chief Financial Officer
(Principal Financial Officer)
Pacira BioSciences, Inc. | Q3 2023 Form 10-Q | Page 52
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.