FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

TANG KEVIN C

2. Issuer Name and Ticker or Trading Symbol

HERON THERAPEUTICS, INC. /DE/ [HRTX]

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)

(Last)          (First)          (Middle)

4747 EXECUTIVE DRIVE,  SUITE 510

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2018 
(Street)

SAN DIEGO, CA 92121

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

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

_ X _ Form Filed by One Reporting Person
___ 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)
Amount (A) or (D) Price
Common Stock   12/7/2018     G   (1) 18989   D $0.00   5811226   I   (2) By LP   (2)
Common Stock   12/7/2018     G   (1) 18989   D $0.00   5792237   I   (2) By LP   (2)
Common Stock   12/7/2018     G   (1) 1992   D $0.00   5790245   I   (2) By LP   (2)
Common Stock   12/10/2018     G   (1) 19304   D $0.00   5770941   I   (2) By LP   (2)
Common Stock   12/10/2018     G   (1) 3955   D $0.00   5766986   I   (2) By LP   (2)
Common Stock   12/10/2018     G   (1) 3955   D $0.00   5763031   I   (2) By LP   (2)
Common Stock   12/10/2018     G   (1) 3955   D $0.00   5759076   I   (2) By LP   (2)
Common Stock   12/10/2018     G   (1) 2025   D $0.00   5757051   I   (2) By LP   (2)
Common Stock   12/10/2018     G   (1) 3955   D $0.00   5753096   I   (2) By LP   (2)
Common Stock                 14347   I   (3) As Trustee   (3)
Common Stock                 6941   D   (4)  

Table II - Derivative Securities Acquired, Disposed of, or 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
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  The gifted securities were held by Tang Capital Partners, LP and were donated to a charitable organization.
(2)  The securities are held by Tang Capital Partners, LP ("TCP"). Kevin Tang is the sole manager of Tang Capital Management, LLC, which is the general partner of TCP. Mr. Tang has a pecuniary interest in a portion of the shares beneficially held by TCP.
(3)  The securities are held by Kevin Tang as custodian for his minor children, as Trustee of the KCT Family Trust, and as Trustee of the Tang Advisors, LLC Profit Sharing Plan.
(4)  2,147 of these securities are held by Kevin Tang's IRA.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TANG KEVIN C
4747 EXECUTIVE DRIVE
SUITE 510
SAN DIEGO, CA 92121
X



Signatures
/s/ Kevin Tang 2/14/2019
** 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 control number.
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