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*
SCO CAPITAL PARTNERS LLC

(Last) (First) (Middle)
1285 AVENUE OF THE AMERICAS, 35TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ACCESS PHARMACEUTICALS INC [ ACCP.OB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 02/26/2009 J(1) 24,232 A $0(1) 35,679 I By The Steven H. Rouhandeh 1999 Family Trust(2)
Common Stock 02/26/2009 J(1) 101,541 A $0 171,085 D(3)(4)
Common Stock 02/26/2009 J(1) 1,510,926 A $0 3,252,142(6) D(3)(5)
Common Stock 11,447 I By The Chloe H. Rouhandeh Trust(2)
Common Stock 11,447 I By The Sophie C. Rouhandeh Trust(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
SCO CAPITAL PARTNERS LLC

(Last) (First) (Middle)
1285 AVENUE OF THE AMERICAS, 35TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Beach Capital LLC

(Last) (First) (Middle)
C/O SCO CAPITAL PARTNERS LLC
1285 AVENUE OF THE AMERICAS, 35TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Rouhandeh Steven H

(Last) (First) (Middle)
C/O SCO CAPITAL PARTNERS LLC
1285 AVENUE OF THE AMERICAS, 35TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Shares issued in consideration of merger of MacroChem Corporation into a subsidiary of Access Pharmaceuticals, Inc.
2. Steven H. Rouhandeh is one of the trustees of this entity.
3. This Form 4 is being filed by Steven H. Rouhandeh and by SCO Capital Partners LLC and Beach Capital LLC. Mr. Rouhandeh is the managing member of SCO Capital Partners LLC and Beach Capital LLC.
4. Beach Capital LLC is the direct beneficial owner of these securities.
5. SCO Capital Partners LLC is the direct beneficial owner of these securities.
6. Total amount includes an additional 27,347 shares received by SCO Capital Partners LLC ("SCO") as a stock dividend with respect to the shares of preferred stock of Access Pharmaceuticals, Inc. held by SCO.
Remarks:
/s/ SCO Capital Partners LLC, by Steven H. Rouhandeh, Managing Member 06/18/2009
/s/ Beach Capital LLC, by Steven H. Rouhandeh, Managing Member 06/18/2009
/s/ Steven H. Rouhandeh 06/18/2009
** 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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