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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Boxer Capital, LLC 2. Date of Event Requiring Statement (Month/Day/Year) 05/20/2013 3. Issuer Name and Ticker or Trading Symbol ARADIGM CORP [ARDM] (Last) (First) (Middle) 440 STEVENS AVE, SUITE 100,  4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) SOLANA BEACH, CA 92075 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) 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) Common Stock 51,512,735 (1) (2) D   Common Stock 51,512,735 (3) I By Boxer Capital Common Stock 2,890,625 (4) D   Common Stock 450,300 (5) D   Common Stock 2,664,254 (6) D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Boxer Capital, LLC 440 STEVENS AVE, SUITE 100 SOLANA BEACH, CA 92075	Â	  X	Â	Â
Boxer Asset Management Inc. C/O CAY HOUSE P.O. BOX N-7776 E.P. TAYLOR DRIVE LYFORD CAY NEW PROVIDENCE, C5Â	Â	  X	Â	Â
MVA Investors, LLC 440 STEVENS AVE, SUITE 100 SOLANA BEACH, CA 92075	Â	  X	Â	Â
Davis Aaron I. 440 STEVENS AVE, SUITE 100 SOLANA BEACH, CA 92075	Â	  X	Â	Â
LIEBERBURG IVAN M 440 STEVENS AVE, SUITE 100 SOLANA BEACH, CA 92075	Â	  X	Â	Â
LEWIS JOSEPH C/O CAY HOUSE P.O. BOX N-7776 E.P. TAYLOR DRIVE LYFORD CAY NEW PROVIDENCE, C5Â	Â	  X	Â	Â

Signatures

/s/ Aaron Davis		05/30/2013
**Signature of Reporting Person		Date
/s/ Jefferson Voss		05/30/2013
**Signature of Reporting Person		Date
/s/ Christopher Fuglesang		05/30/2013
**Signature of Reporting Person		Date
/s/ Aaron Davis		05/30/2013
**Signature of Reporting Person		Date
/s/ Ivan Lieberburg		05/30/2013
**Signature of Reporting Person		Date
/s/ Joseph C. Lewis		05/30/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These securities are owned directly by Boxer Capital, LLC ("Boxer Capital"), which may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, consisting of (i) Boxer Capital, (ii) Boxer Asset Management Inc. ("Boxer Management"), (iii) MVA Investors, LLC ("MVA Investors"), (iv) Aaron Davis, (v) Ivan Lieberburg and (vi) Joseph Lewis (the "Boxer Group"). By virtue of separate voting agreements, dated as of May 20, 2013, entered into by certain members of the Boxer Group with Grifols, S.A., each of the members of the Boxer Group, may also be deemed to be a member of a separate Section 13(d) "group" (the "Grifols Group") which includes the following additional entities: (i) First Eagle Value in Biotechnology Master Fund, Ltd (and certain of its affiliates) and (ii) Laurence Lytton. (Continued to footnote 2)
(2)	The Grifols Group holds collectively over 10% of the outstanding equity securities of the Issuer. This is a joint report by the six members of the Boxer Group that are also a member of the Grifols Group. Each member of the Boxer Group other than Boxer Capital disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.
(3)	These securities are owned indirectly by Boxer Management and Joseph Lewis, by virtue of their ownership of Boxer Capital.
(4)	These securities are owned directly and solely by MVA Investors. MVA Investors has sole voting and dispositive power with respect to these securities. Each member of the Boxer Group other than MVA Investors disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.
(5)	These securities are owned directly and solely by Aaron Davis. Mr. Davis has sole voting and dispositive power with respect to these securities. Each member of the Boxer Group other than Mr. Davis disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.
(6)	These securities are owned directly and solely by Ivan Lieberburg. Mr. Lieberburg has sole voting and dispositive power with respect to these securities. Each member of the Boxer Group other than Mr. Lieberburg disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.

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