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HRTX insider filing: Rubric converts 946,100 shares; $35M notes terms

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Heron Therapeutics (HRTX) — insider activity reported. Rubric Capital Management LP and David Rosen filed a Form 4. On 10/15/2025, 94,610 Series A preferred shares automatically converted into 946,100 common shares at a $1.50 conversion price. After this, 30,046,828 common shares were beneficially owned indirectly.

The filing also lists $35,000,000 of Convertible Senior Unsecured Notes, convertible after December 31, 2025, maturing on March 1, 2031, with a conversion rate of 555.5556 per $1,000 principal and 5.0% cash interest (with a right to pay certain interest in new notes at 7.0% before September 1, 2026).

Positive

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Negative

  • None.
Insider Rubric Capital Management LP, Rosen David Efraim
Role 10% Owner | 10% Owner
Type Security Shares Price Value
Conversion Series A Convertible Preferred Stock ("Preferred Shares") 94,610 $0.00 --
Conversion Common Stock, par value $0.01 per share ("Common Stock") 946,100 $0.00 --
holding Convertible Senior Unsecured Promissory Notes ("Notes") -- -- --
Holdings After Transaction: Series A Convertible Preferred Stock ("Preferred Shares") — 0 shares (Indirect, See footnotes); Common Stock, par value $0.01 per share ("Common Stock") — 30,046,828 shares (Indirect, See footnotes); Convertible Senior Unsecured Promissory Notes ("Notes") — 0 shares (Indirect, See footnotes)
Footnotes (1)
  1. The Preferred Shares automatically converted into Common Stock pursuant to their terms at a conversion price of $1.50. This Form 4 is filed by Rubric Capital Management LP ("Rubric Capital") and Mr. David Rosen, with respect to the securities held by certain funds and/or accounts (collectively, the "Rubric Vehicles"). Rubric Capital serves as the investment adviser to the Rubric Vehicles. Mr. David Rosen serves as the Managing Member of Rubric Capital Management GP, LLC, the general partner of Rubric Capital. The filing of this statement shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein. The Notes are restated here to correct the maturity date thereof as reported in the Form 4 filed by the Reporting Persons on August 12, 2025. The Notes convert at an initial conversion rate of 555.5556 per $1,000 principal amount of Notes, subject to adjustment as set forth in that certain Note Purchase Agreement, dated as of August 8, 2025, by and between the Company, the purchasers from time to time party hereto, and Rubric Capital Management LP, as agent for the purchasers. Conversions of the Notes are settled, at the election of the Company, in cash, shares of Common Stock, or a combination of cash and shares of Common Stock. The Notes bear cash interest at a rate of 5.0% per year until maturity, provided that the Company has the right to pay all accrued and unpaid interest prior to September 1, 2026 in new Notes at a rate of 7.0% per year. The Notes are convertible after December 31, 2025. The Notes mature on March 1, 2031.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Rubric Capital Management LP
(Last) (First) (Middle)
155 EAST 44TH ST, SUITE 1630
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HERON THERAPEUTICS, INC. /DE/ [ HRTX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/15/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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, par value $0.01 per share ("Common Stock") 10/15/2025 C 946,100 A (1) 30,046,828 I See footnotes(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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 Convertible Preferred Stock ("Preferred Shares") (1) 10/15/2025 C 94,610 (1) (1) Common Stock 946,100 $0 0 I See footnotes(2)(3)
Convertible Senior Unsecured Promissory Notes ("Notes")(4) (5) (6) (6) See footnote(5) (5) $35,000,000 I See footnotes(2)(3)
1. Name and Address of Reporting Person*
Rubric Capital Management LP
(Last) (First) (Middle)
155 EAST 44TH ST, SUITE 1630
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Rosen David Efraim
(Last) (First) (Middle)
155 EAST 44TH ST., SUITE 1630
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The Preferred Shares automatically converted into Common Stock pursuant to their terms at a conversion price of $1.50.
2. This Form 4 is filed by Rubric Capital Management LP ("Rubric Capital") and Mr. David Rosen, with respect to the securities held by certain funds and/or accounts (collectively, the "Rubric Vehicles"). Rubric Capital serves as the investment adviser to the Rubric Vehicles. Mr. David Rosen serves as the Managing Member of Rubric Capital Management GP, LLC, the general partner of Rubric Capital.
3. The filing of this statement shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.
4. The Notes are restated here to correct the maturity date thereof as reported in the Form 4 filed by the Reporting Persons on August 12, 2025.
5. The Notes convert at an initial conversion rate of 555.5556 per $1,000 principal amount of Notes, subject to adjustment as set forth in that certain Note Purchase Agreement, dated as of August 8, 2025, by and between the Company, the purchasers from time to time party hereto, and Rubric Capital Management LP, as agent for the purchasers. Conversions of the Notes are settled, at the election of the Company, in cash, shares of Common Stock, or a combination of cash and shares of Common Stock. The Notes bear cash interest at a rate of 5.0% per year until maturity, provided that the Company has the right to pay all accrued and unpaid interest prior to September 1, 2026 in new Notes at a rate of 7.0% per year.
6. The Notes are convertible after December 31, 2025. The Notes mature on March 1, 2031.
Rubric Capital Management LP, By: /s/ Michael Nachmani, its Chief Operating Officer 10/17/2025
/s/ David Rosen 10/17/2025
** 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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Rubric Capital report in the HRTX Form 4?

On 10/15/2025, 94,610 Series A preferred shares converted into 946,100 common shares at $1.50 per share.

How many HRTX shares were beneficially owned after the transaction?

The filing shows 30,046,828 common shares beneficially owned indirectly following the reported conversion.

Who are the reporting persons in this HRTX Form 4?

Rubric Capital Management LP and David Rosen, with indirect ownership via Rubric-managed vehicles.

What are the key terms of the HRTX convertible notes listed?

Principal $35,000,000; convertible after Dec 31, 2025; maturity Mar 1, 2031; conversion rate 555.5556 per $1,000; interest 5.0% cash (option to pay certain interest at 7.0% in new notes before Sep 1, 2026).

Was the conversion price for the preferred-to-common conversion disclosed?

Yes. The preferred shares automatically converted at a $1.50 conversion price, per the security’s terms.

Is the ownership direct or indirect?

The Form 4 indicates indirect ownership, with details referenced in the footnotes.