Statement of Changes in Beneficial Ownership (4)
December 17 2018 - 4:25PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Seiser Robert A
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2. Issuer Name
and
Ticker or Trading Symbol
ACURA PHARMACEUTICALS, INC
[
ACUR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
VP, Controller & Treasurer
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(Last)
(First)
(Middle)
C/O ACURA PHARMACEUTICALS, INC., 616 N. NORTH COURT SUITE 120
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/11/2018
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(Street)
PALATINE, IL 60067
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Unit
(1)
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$0.01
(2)
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12/11/2018
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A
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60000
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(3)
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(3)
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Common Stock
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60000
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(4)
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60000
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D
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Stock Option
(5)
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$0.151
(6)
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12/11/2018
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A
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20000
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12/11/2019
(7)
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12/11/2023
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Common Stock
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20000
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(4)
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20000
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D
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Explanation of Responses:
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(1)
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Awarded under the Acura Pharmaceuticals Inc. 2017 Restricted Stock Unit Award Plan (the "Plan").
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(2)
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Par value of $.01 must be paid by Reporting Person upon exchange of Restricted Stock Units for stock.
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(3)
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100% of Restricted Stock Units vest on December 11, 2019 or earlier if Reporting Person's service as an employee of Issuer is terminated by Issuer without Cause (as defined in the Plan) or due to Reporting Person's death or Disability (as defined in the Plan) or a qualifying change of control occurs. Distributions in respect of vested Restricted Stock Units will be made in three equal installments on the first business day of each of January 2021, 2022, and 2023 or earlier upon a qualifying change of control which also meets certain criteria of Section 409A of the Internal Revenue Code.
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(4)
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Not Applicable.
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(5)
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Awarded under the Acura Pharmaceuticals Inc. 2016 Stock Option Plan.
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(6)
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Exercise price is closing price of Issuer's common stock on December 11, 2018.
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(7)
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Option vesting and exercisability is accelerated upon a qualifying change of control.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Seiser Robert A
C/O ACURA PHARMACEUTICALS, INC.
616 N. NORTH COURT SUITE 120
PALATINE, IL 60067
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VP, Controller & Treasurer
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Signatures
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/s/ Robert A. Seiser
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12/17/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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