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.OB ]

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)
08/13/2004

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)

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)
5% Convertible Senior Secured Debentures due March 31, 2006	$0.45	08/13/2004		P		59,102		08/13/2004	03/31/2006	Series B Preferred Stock	172,813	$0	$59,102	I	By Essex Woodlands Health Ventures Fund V, L.P.⁽¹⁾
5% Convertible Senior Secured Debentures due March 31, 2006	$0.34	08/13/2004		C			166,666	06/16/2003	03/31/2006	Series B Preferred Stock	487,328	$0	0	I	By Essex Woodlands Health Ventures Fund V, L.P.⁽¹⁾
5% Convertible Senior Secured Debentures due March 31, 2006	$0.79	08/13/2004		C			521	07/01/2003	03/31/2006	Series B Preferred Stock	1,524	$0	0	I	By Essex Woodlands Health Ventures Fund V, L.P.⁽¹⁾
5% Convertible Senior Secured Debentures due March 31, 2006	$0.34	08/13/2004		C			233,333	07/01/2003	03/31/2006	Series B Preferred Stock	682,260	$0	0	I	By Essex Woodlands Health Ventures Fund V, L.P.⁽¹⁾
5% Convertible Senior Secured Debentures due March 31, 2006	$0.34	08/13/2004		C			200,000	07/16/2003	03/31/2006	Series B Preferred Stock	584,796	$0	0	I	By Essex Woodlands Health Ventures Fund V, L.P.⁽¹⁾
5% Convertible Senior Secured Debentures due March 31, 2006	$0.34	08/13/2004		C			200,000	08/02/2003	03/31/2006	Series B Preferred Stock	584,796	$0	0	I	By Essex Woodlands Health Ventures Fund V, L.P.⁽¹⁾
5% Convertible Senior Secured Debentures due March 31, 2006	$0.34	08/13/2004		C			300,000	08/19/2003	03/31/2006	Series B Preferred Stock	877,193	$0	0	I	By Essex Woodlands Health Ventures Fund V, L.P.⁽¹⁾
5% Convertible Senior Secured Debentures due March 31, 2006	$0.34	08/13/2004		C			600,000	09/05/2003	03/31/2006	Series B Preferred Stock	1,754,386	$0	0	I	By Essex Woodlands Health Ventures Fund V, L.P.⁽¹⁾
5% Convertible Senior Secured Debentures due March 31, 2006	$0.96	08/13/2004		C			12,082	10/01/2003	03/31/2006	Series B Preferred Stock	35,328	$0	0	I	By Essex Woodlands Health Ventures Fund V, L.P.⁽¹⁾
5% Convertible Senior Secured Debentures due March 31, 2006	$0.34	08/13/2004		C			500,000	10/07/2003	03/31/2006	Series B Preferred Stock	1,461,988	$0	0	I	By Essex Woodlands Health Ventures Fund V, L.P.⁽¹⁾
5% Convertible Senior Secured Debentures due March 31, 2006	$0.45	08/13/2004		C			38,918	02/06/2004	03/31/2006	Series B Preferred Stock	113,795	$0	0	I	By Essex Woodlands Health Ventures Fund V, L.P.⁽¹⁾
5% Convertible Senior Secured Debentures due March 31, 2006	$0.45	08/13/2004		C			59,102	08/13/2004	03/31/2006	Series B Preferred Stock	172,813	$0	0	I	By Essex Woodlands Health Ventures Fund V, L.P.⁽¹⁾
Series B Preferred Stock	⁽²⁾	08/13/2004		C		487,328		08/13/2004	⁽³⁾	Common Stock	487,328	$0	487,328	I	By Essex Woodlands Health Ventures Fund V, L.P.⁽¹⁾
Series B Preferred Stock	⁽²⁾	08/13/2004		C		1,524		08/13/2004	⁽³⁾	Common Stock	1,524	$0	488,852	I	By Essex Woodlands Health Ventures Fund V, L.P.⁽¹⁾
Series B Preferred Stock	⁽²⁾	08/13/2004		C		682,260		08/13/2004	⁽³⁾	Common Stock	682,260	$0	1,171,112	I	By Essex Woodlands Health Ventures Fund V, L.P.⁽¹⁾
Series B Preferred Stock	⁽²⁾	08/13/2004		C		584,796		08/13/2004	⁽³⁾	Common Stock	584,796	$0	1,755,908	I	By Essex Woodlands Health Ventures Fund V, L.P.⁽¹⁾
Series B Preferred Stock	⁽²⁾	08/13/2004		C		584,796		08/13/2004	⁽³⁾	Common Stock	584,796	$0	2,340,704	I	By Essex Woodlands Health Ventures Fund V, L.P.⁽¹⁾
Series B Preferred Stock	⁽²⁾	08/13/2004		C		877,193		08/13/2004	⁽³⁾	Common Stock	877,193	$0	3,217,897	I	By Essex Woodlands Health Ventures Fund V, L.P.⁽¹⁾
Series B Preferred Stock	⁽²⁾	08/13/2004		C		1,754,386		08/13/2004	⁽³⁾	Common Stock	1,754,386	$0	4,972,283	I	By Essex Woodlands Health Ventures Fund V, L.P.⁽¹⁾
Series B Preferred Stock	⁽²⁾	08/13/2004		C		35,328		08/13/2004	⁽³⁾	Common Stock	35,328	$0	5,007,611	I	By Essex Woodlands Health Ventures Fund V, L.P.⁽¹⁾
Series B Preferred Stock	⁽²⁾	08/13/2004		C		1,461,988		08/13/2004	⁽³⁾	Common Stock	1,461,988	$0	6,469,599	I	By Essex Woodlands Health Ventures Fund V, L.P.⁽¹⁾
Series B Preferred Stock	⁽²⁾	08/13/2004		C		113,795		08/13/2004	⁽³⁾	Common Stock	113,795	$0	6,583,394	I	By Essex Woodlands Health Ventures Fund V, L.P.⁽¹⁾
Series B Preferred Stock	⁽²⁾	08/13/2004		C		172,813		08/13/2004	⁽³⁾	Common Stock	172,813	$0	6,756,207⁽⁴⁾	I	By Essex Woodlands Health Ventures Fund V, L.P.⁽¹⁾

Explanation of Responses:

1. 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.

2. Shares of the issuer's Series B Preferred Stock currently are convertible into shares of the issuer's Common Stock on a 1-for-1 basis.

3. 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.

4. 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.

	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).
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