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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ACURA PHARMACEUTICALS, INC [ ACUR.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/31/2004 | J(1) | 40,115 | A | $0.5 | 40,115 | I | By Essex Woodlands Health Ventures Fund V, L.P.(2) | ||
Common Stock | 06/30/2004 | J(1) | 74,362 | A | $0.49 | 114,477 | I | By Essex Woodlands Health Ventures Fund V, L.P.(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
5% Convertible Senior Secured Debentures due March 31, 2006 | $0.45 | 08/13/2004 | P | 138,841 | 08/13/2004 | 03/31/2006 | Series C-3 Preferred Stock | 398,854 | $0 | $138,841 | I | By Essex Woodlands Health Ventures Fund V, L.P.(2) | |||
5% Convertible Senior Secured Debentures due March 31, 2006 | $0.34 | 08/13/2004 | C | 5,000,000 | 12/20/2002 | 03/31/2006 | Series C-3 Preferred Stock | 14,363,688 | $0 | 0 | I | By Essex Woodlands Health Ventures Fund V, L.P.(2) | |||
5% Convertible Senior Secured Debentures due March 31, 2006 | $1.02 | 08/13/2004 | C | 7,534 | 01/01/2003 | 03/31/2006 | Series C-3 Preferred Stock | 21,643 | $0 | 0 | I | By Essex Woodlands Health Ventures Fund V, L.P.(2) | |||
5% Convertible Senior Secured Debentures due March 31, 2006 | $0.925 | 08/13/2004 | C | 62,594 | 04/01/2003 | 03/31/2006 | Series C-3 Preferred Stock | 179,816 | $0 | 0 | I | By Essex Woodlands Health Ventures Fund V, L.P.(2) | |||
5% Convertible Senior Secured Debentures due March 31, 2006 | $0.79 | 08/13/2004 | C | 63,203 | 07/01/2003 | 03/31/2006 | Series C-3 Preferred Stock | 181,566 | $0 | 0 | I | By Essex Woodlands Health Ventures Fund V, L.P.(2) | |||
5% Convertible Senior Secured Debentures due March 31, 2006 | $0.96 | 08/13/2004 | C | 64,694 | 10/01/2003 | 03/31/2006 | Series C-3 Preferred Stock | 185,850 | $0 | 0 | I | By Essex Woodlands Health Ventures Fund V, L.P.(2) | |||
5% Convertible Senior Secured Debentures due March 31, 2006 | $0.45 | 08/13/2004 | C | 91,143 | 02/06/2004 | 03/31/2006 | Series C-3 Preferred Stock | 261,830 | $0 | 0 | I | By Essex Woodlands Health Ventures Fund V, L.P.(2) | |||
5% Convertible Senior Secured Debentures due March 31, 2006 | $0.45 | 08/13/2004 | C | 138,841 | 08/13/2004 | 03/31/2006 | Series C-3 Preferred Stock | 398,854 | $0 | 0 | I | By Essex Woodlands Health Ventures Fund V, L.P.(2) | |||
Series C-3 Preferred Stock | (3) | 08/13/2004 | C | 14,363,688 | 08/13/2004 | (4) | Common Stock | 14,363,688 | $0 | 14,363,688 | I | By Essex Woodlands Health Ventures Fund V, L.P.(2) | |||
Series C-3 Preferred Stock | (3) | 08/13/2004 | C | 21,643 | 08/13/2004 | (4) | Common Stock | 21,643 | $0 | 14,385,331 | I | By Essex Woodlands Health Ventures Fund V, L.P.(2) | |||
Series C-3 Preferred Stock | (3) | 08/13/2004 | C | 179,816 | 08/13/2004 | (4) | Common Stock | 179,816 | $0 | 14,565,147 | I | By Essex Woodlands Health Ventures Fund V, L.P.(2) | |||
Series C-3 Preferred Stock | (3) | 08/13/2004 | C | 181,566 | 08/13/2004 | (4) | Common Stock | 181,566 | $0 | 14,746,713 | I | By Essex Woodlands Health Ventures Fund V, L.P.(2) | |||
Series C-3 Preferred Stock | (3) | 08/13/2004 | C | 185,850 | 08/13/2004 | (4) | Common Stock | 185,850 | $0 | 14,932,563 | I | By Essex Woodlands Health Ventures Fund V, L.P.(2) | |||
Series C-3 Preferred Stock | (3) | 08/13/2004 | C | 261,830 | 08/13/2004 | (4) | Common Stock | 261,830 | $0 | 15,194,393 | I | By Essex Woodlands Health Ventures Fund V, L.P.(2) | |||
Series C-3 Preferred Stock | (3) | 08/13/2004 | C | 398,854 | 08/13/2004 | (4) | Common Stock | 398,854 | $0 | 15,593,247(5) | I | By Essex Woodlands Health Ventures Fund V, L.P.(2) | |||
Common Stock Purchase Warrant | $0.34 | 05/08/2004 | P | 345,000 | 05/08/2003 | 05/08/2010 | Common Stock | 345,000 | $0(6) | 345,000 | I | Essex Woodlands Health Ventures Fund V, L.P.(2) |
Explanation of Responses: |
1. Common Stock was issued as a quarterly interest payment on a senior secured note. |
2. The reporting person is a managing director of the general partner of the partnership that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
3. Shares of the issuer's Series C-3 Preferred Stock currently are convertible into shares of the issuer's Common Stock on a 1-for-1 basis. |
4. Shares of the issuer's Preferred Stock are convertible into shares of the issuer's Common Stock for as long as such shares are outstanding. |
5. Essex Woodlands Health Ventures Fund V, L.P. currently owns an aggregate of 15,593,247 shares of the issuer's Series C-3 Preferred Stock, 6,756,207 shares of the issuer's Series B Preferred Stock and 6,781,950 shares of the issuer's Series A Preferred Stock as a result of the conversion on August 13, 2004 of all of the Partnership's convertible debentures reported on this Form 4. All of such shares of Preferred Stock currently are convertible into an aggregate of 56,259,205 shares of the issuer's Common Stock. |
6. A Common Stock Purchase Warrant was issued in exchange for a commitment by Essex Woodlands Health Ventures Fund V, L.P. to invest in the issuer at a future date. |
Immanuel Thangaraj | 10/01/2004 | |
** 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 Number. |