SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL 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^*

Duarte Ira

(Last)

(First)

(Middle)

4242 CAMPUS POINT COURT, SUITE 200

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2023

3. Issuer Name and Ticker or Trading Symbol
HERON THERAPEUTICS, INC. /DE/ [ HRTX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽¹⁾	06/16/2033	Common Stock	800,000	1.21	D
Restricted Stock Units	⁽²⁾	⁽²⁾	Common Stock	50,000	0.00	D
Employee Performance Stock Option (Right to Buy)	⁽³⁾	06/16/2033	Common Stock	500,000	1.21	D

Explanation of Responses:

1. The stock option vests and becomes exercisable with respect to 200,000 shares on the first anniversary of the date of grant, followed by 600,000 shares vesting ratably each month over the subsequent three years, such that 800,000 options will be fully vested on the four year anniversary of the date of grant.

2. The restricted stock units vest in four equal annual installments beginning one year after the date of grant, subject to the Reporting Person's continued service to the Issuer through the vesting date.

3. The stock option vests and becomes exercisable with respect to escalating portions of the option grant upon the Issuer's stock price reaching certain pre-established levels ranging from $4.50 to $7.50 per share, subject to the Reporting Person's continued service to the Issuer through the vesting date.

Remarks:

	/s/ Lisa Peraza Attorney-in-fact for Ira Duarte	06/23/2023
	** 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 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).
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.