SEC FORM 4

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

THANGARAJ IMMANUEL

(Last)

(First)

(Middle)

10001 WOODLOCH FOREST DRIVE SUITE 175

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ACURA PHARMACEUTICALS, INC [ ACUR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2019

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/02/2019		M⁽¹⁾		66,666	A	⁽²⁾	126,192⁽³⁾	D
Common Stock								1,956,396	I⁽⁸⁾	By Essex Woodlands Health Venture Fund V, L.P.

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (2017 Plan)	⁽²⁾⁽⁴⁾	01/02/2019		M			66,666	⁽⁵⁾	⁽⁵⁾	Common Stock	66,666	⁽⁶⁾	0	D
Restricted Stock Units (2017 Plan)	⁽²⁾⁽⁴⁾	01/02/2019		A		83,333		⁽⁷⁾	⁽⁷⁾	Common Stock	83,333	⁽⁶⁾	83,333	D

Explanation of Responses:

1. Represents exchange of restricted stock units.

2. Par value of $.01 per share must be paid by Reporting Person upon exchange of Restricted Stock Units for stock

3. Does not include Restricted Stock Units.

4. 1 - for - 1

5. 25% of Restricted Stock Units vested on March 31, 2018, 25% vested on June 30, 2018; 25% vested on September 30, 2018 and 25% vested on December 31, 2018. Restricted Stock Units are being exchanged on a one for one basis for common stock, in each case upon payment of par value.

6. N/A

7. 25% of Restricted Stock Units vest on the last day of each of March, June, September and December 2019, subject to immediate vesting in the event of a change of control and certain other events. Reporting Person may elect to exchange up to 40% of Restricted Stock Units for cash and the remaining Restricted Stock Units will be exchanged on a one for one basis for common stock, in each case upon payment of, or deduction of par value. Distributions in respect of vested Restricted Stock Units will be made on the first business day of January 2020, or earlier upon a change of control.

8. The reporting person is a managing director of the general partner of Essex Woodlands Health Ventures Fund V, L.P. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

	/s/ Bruce Wesson	01/08/2019
	** 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).
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