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^*

MURPHY JAMES R

(Last)

(First)

(Middle)

2 HOLLAND WAY

(Street)

EXETER

03833

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CPEX Pharmaceuticals, Inc. [ CPEX ]

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)
10/10/2008

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, $0.01 par value	10/10/2008		M		7,500	A	$5.2748	53,090	D
Common Stock, $0.01 par value	10/10/2008		M		1,740	A	$5.2748	54,830	D
Common Stock, $0.01 par value	10/10/2008		M		10,000	A	$8.7898	64,830	D
Common Stock, $0.01 par value	10/10/2008		M		5,760	A	$5.387	70,590	D
Common Stock, $0.01 par value	10/10/2008		M		5,000	A	$7.2276	75,590	D
Common Stock, $0.01 par value	10/10/2008		M		5,000	A	$9.0142	80,590	D
Common Stock, $0.01 par value	10/10/2008		M		15,000	A	$6.7337	95,590	D
Common Stock, $0.01 par value	10/10/2008		M		13,700	A	$10.572	109,290	D
Common Stock, $0.01 par value	10/10/2008		M		6,667	A	$10.7426	115,957	D
Common Stock, $0.01 par value								1,211⁽³⁾	I	By IRA

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)
Right to Purchase⁽¹⁾	$5.2748	10/10/2008		M			7,500	⁽²⁾	10/22/2008	Common Stock, $0.01 par value	7,500	$5.2748	0	D
Right to Purchase⁽¹⁾	$5.2748	10/10/2008		M			1,740	⁽²⁾	10/22/2008	Common Stock, $0.01 par value	1,740	$5.2748	0	D
Right to Purchase⁽¹⁾	$5.387	10/10/2008		M			5,760	⁽²⁾	10/22/2008	Common Stock, $0.01 par value	5,760	$5.387	0	D
Right to Purchase⁽¹⁾	$8.7898	10/10/2008		M			10,000	⁽²⁾	10/22/2008	Common Stock, $0.01 par value	10,000	$8.7898	0	D
Right to Purchase⁽¹⁾	$7.2276	10/10/2008		M			5,000	⁽²⁾	10/22/2008	Common Stock, $0.01 par value	5,000	$7.2276	0	D
Right to Purchase⁽¹⁾	$9.0142	10/10/2008		M			5,000	⁽²⁾	10/22/2008	Common Stock, $0.01 par value	5,000	$9.0142	0	D
Right to Purchase⁽¹⁾	$6.7337	10/10/2008		M			15,000	⁽²⁾	10/22/2008	Common Stock, $0.01 par value	15,000	$6.7337	0	D
Right to Purchase⁽¹⁾	$10.572	10/10/2008		M			13,700	⁽²⁾	10/22/2008	Common Stock, $0.01 par value	13,700	$10.572	0	D
Right to Purchase⁽¹⁾	$10.7426	10/10/2008		M			6,667	⁽²⁾	10/22/2008	Common Stock, $0.01 par value	6,667	$10.7426	3,333	D

Explanation of Responses:

1. On June 30,2008, CPEX Pharmaceuticals,Inc. became an independent public company when it was spun off from Bentley Pharmaceuticals, Inc. through a distribution of CPEX common stock to the stockholders of Bentley. In accordance with the Employee Agreement between Bentley and CPEX, outstanding Bentley option awards held by the reporting person were converted into new CPEX options and adjusted Bentley options. The reporting person received an option to purchase one share of CPEX common stock for every tem common shares underlying his outstanding Bentley options immediately before the spin off. The per share exercise price of the CPEX options was equal to the product of (1)the exercise price per share of his Bentley option multiplied by (2) the closing price per share trading price of CPEX common stock on a when issued basis on June 30, 2008 divided by the closing stock price of Bentley on that same day. All other terms of the awards remained consistent with the original award terms.

2. In accordance with the Employee Matters Agreement between CPEX and Bentley, these options were fully vested on the date of grant, as they reflect terms consistent with the terms of the awards as originally granted to the reporting person by Bentley.

3. Reporting person transferred his shares from his 401(k) account to an IRA.

	James R. Murphy	10/15/2008
	** 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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