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^*

GCE Holdings LLC

(Last)

(First)

(Middle)

47 HULFISH STREET SUITE 310

(Street)

PRINCETON

08542

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2005

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	11/10/2005		C		93,951,081	A	⁽¹⁾	93,951,081	D⁽²⁾
Common Stock	11/10/2005		C		20,246,507	A	⁽³⁾	114,197,588	D⁽²⁾
Common Stock	11/10/2005		C		48,833,992	A	⁽⁴⁾	163,031,580	D⁽²⁾
Common Stock	11/10/2005		C		14,118,114	A	⁽⁵⁾	177,149,694	D⁽²⁾
Common Stock	11/10/2005		C		79,175,808	A	⁽⁶⁾	256,325,502	D⁽²⁾
Common Stock	08/20/2007		P		33,333,332	A	⁽⁷⁾	289,658,834	D⁽²⁾
Common Stock	08/20/2007		P		38,125,924	A	⁽⁸⁾	327,784,758	D⁽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)
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)
Series A Convertible Preferred Stock	⁽¹⁾	11/10/2005		C			18,790,216	⁽¹⁾	⁽¹⁾	Common Stock	93,951,081	$0	0	D⁽²⁾
Series B Convertible Preferred Stock	⁽³⁾	11/10/2005		C			20,246,507	⁽³⁾	⁽³⁾	Common Stock	20,246,507	$0	0	D⁽²⁾
Series C-1 Convertible Preferred Stock	⁽⁴⁾	11/10/2005		C			48,833,992	⁽⁴⁾	⁽⁴⁾	Common Stock	48,833,992	$0	0	D⁽²⁾
Series C-2 Convertible Preferred Stock	⁽⁵⁾	11/10/2005		C			14,118,114	⁽⁵⁾	⁽⁵⁾	Common Stock	14,118,114	$0	0	D⁽²⁾
Series C-3 Convertible Preferred Stock	⁽⁶⁾	11/10/2005		C			79,175,508	⁽⁶⁾	⁽⁶⁾	Common Stock	79,175,508	$0	0	D⁽²⁾
Common Stock Warrants (right to buy)	$0.34	08/20/2007		P		8,333,333		08/20/2007	08/20/2014	Common Stock	8,333,333	⁽⁷⁾	8,333,333	D⁽²⁾
Common Stock Warrants (right to buy)	$0.34	08/20/2007		P		9,531,481		08/20/2007	08/20/2014	Common Stock	9,531,481	⁽⁸⁾	17,864,814	D⁽²⁾

Explanation of Responses:

1. The Series A Convertible Preferred Stock converted into Acura Pharmaceuticals, Inc. Common Stock on a 5-for-1 basis and had no expiration date.

2. Each of Essex Woodlands Health Ventures V, LLC, as general partner of Essex Woodlands Health Ventures Fund V, L.P., a member of the Reporting Person; Care Capital II, LLC, as general partner of each of Care Capital Investments II, L.P. and Care Capital Offshore Investments II, L.P., each of which is a member of the Reporting Person; Claudius, L.L.C., as general partner of each of Galen Partners III, L.P. and Galen Partners International III, L.P., each of which is a member of the Reporting Person; and Wesson Enterprises, Inc., as general partner of Galen Employee Fund III, L.P., a member of the Reporting Person, beneficially owns the reported securities indirectly, but disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

3. The Series B Convertible Preferred Stock converted into Acura Pharmaceuticals, Inc. Common Stock on a 1-for-1 basis and had no expiration date.

4. The Series C-1 Convertible Preferred Stock converted into Acura Pharmaceuticals, Inc. Common Stock on a 1-for-1 basis and had no expiration date.

5. The Series C-2 Convertible Preferred Stock converted into Acura Pharmaceuticals, Inc. Common Stock on a 1-for-1 basis and had no expiration date.

6. The Series C-3 Convertible Preferred Stock converted into Acura Pharmaceuticals, Inc. Common Stock on a 1-for-1 basis and had no expiration date.

7. The reported securities are included within 8,333,333 Units of Acura Pharmaceuticals, Inc. purchased by the Reporting Person for $1.08 per Unit.

8. The reported securities are included within 9,531,481 Units of Acura Pharmaceuticals, Inc. received by the Reporting Person in satisfaction of the outstanding aggregate of $10.294 million in principal amount under the Reporting Person's outstanding bridge loan indebtedness.

	/s/ Dennis Peterson, Attorney-in-fact for Immanuel Thangaraj, its authorized signatory	08/22/2007
	** 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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