| Item 1. | |
| (a) | Name of issuer:
HERON THERAPEUTICS, INC. /DE/ |
| (b) | Address of issuer's principal executive offices:
100 Regency Forest Drive, Suite 300, Cary, NORTH CAROLINA, 27518. |
| Item 2. | |
| (a) | Name of person filing:
Clearline Capital LP
Clearline Capital LLC
Marc Majzner
Each a "Filer." |
| (b) | Address or principal business office or, if none, residence:
The address for each Filer is 750 Lexington Avenue, 25th Floor, New York, NY 10022. |
| (c) | Citizenship:
See Item 4 of the cover page for each Filer. |
| (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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |  An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See Item 9 of the cover page for each Filer.
As of September 30, 2025, the Firm may be deemed to beneficially own an aggregate of 9,712,527 shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Heron Therapeutics, Inc. (the "Issuer"). Ownership percentages are based on 183,362,522 Common Shares reported as issued and outstanding as of October 30, 2025 in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2025. |
| (b) | Percent of class:
See Item 11 of the cover page for each Filer. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See Item 5 of the cover page for each Filer.
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| | (ii) Shared power to vote or to direct the vote:
See Item 6 of the cover page for each Filer.
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| | (iii) Sole power to dispose or to direct the disposition of:
See Item 7 of the cover page for each Filer.
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| | (iv) Shared power to dispose or to direct the disposition of:
See Item 8 of the cover page for each Filer.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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