SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

CEPHALON INC

(Last)

(First)

(Middle)

41 MOORES ROAD

(Street)

FRAZER

19355

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/03/2008

3. Issuer Name and Ticker or Trading Symbol
ACUSPHERE INC [ ACUS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Senior Convertible Note	11/03/2008	11/03/2009	Common Stock	⁽¹⁾	$0.486	D

Explanation of Responses:

1. The note is convertible into common stock under certain circumstances at the option of the Reporting Person for a period of one year. The number of shares of common stock issuable upon conversion of any Conversion Amount (as defined below) shall be the greater of (i) the amount determined by dividing (x) such Conversion Amount by (y) $0.486 and (ii) such number of shares of common stock as shall represent immediately after giving effect to such conversion 51% of the common stock outstanding on a fully diluted basis (excluding options, rights and warrants with exercise prices greater than the greater of (a) three times the average closing price of the Common Stock during the ten trading day period immediately prior to such conversion or (b) $8.00). "Conversion Amount" means the sum of (A) the principal ($15,000,000), (B) accrued and unpaid interest with respect to such principal and (C) accrued and unpaid late charges with respect to such amount being converted.

	/s/ J. Kevin Buchi	11/05/2008
	** 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 5 (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.