Statement of Changes in Beneficial Ownership (4)
January 06 2020 - 4:37PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
ROSS GEORGE K |
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)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ACURA PHARMACEUTICALS, INC., 616 N. NORTH COURT, SUITE 120 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/2/2020 |
(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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Common Stock | 1/2/2020 | | M(1) | | 50000 | A | (2) | 261005 (3) | D | |
Common Stock | 1/2/2020 | | F(8) | | 3624 | D | $0.23 | 257381 (3) | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Restricted Stock Units (2017 Plan) | (2)(4) | 1/2/2020 | | M | | 50000 | | (5) | (5) | Common Stock | 50000 | (6) | 33333 | D | |
Restricted Stock Units (2017 Plan) | (2)(4) | 1/2/2020 | | D | | | 33333 | (5) | (5) | Common Stock | 33333 | $0.23 (9) | 0 | D | |
Restricted Stock Units (2017 Plan) | (2)(4) | 1/2/2020 | | A | | 54790 | | (7) | (7) | Common Stock | 54790 | (6) | 54790 | D | |
Explanation of Responses: |
(1) | Represents exchange of restricted stock units. |
(2) | Par value of $.01 per share must be paid by Reporting Person upon exchange of Restricted Stock Units for stock |
(3) | Does not include Restricted Stock Units. |
(4) | 1 - for - 1 |
(5) | 83,333 Restricted Stock Units were granted on the first business day of January 2019. 25% of Restricted Stock Units vested on March 31, 2019, 25% vested on June 30, 2019; 25% vested on September 30, 2019 and 25% vested on December 31, 2019. 40% of such Restricted Stock Units are being settled in cash and 60% are being settled on a one for one basis for common stock, in each case upon payment of par value. |
(6) | N/A |
(7) | 25% of Restricted Stock Units vest on the last day of each of March, June, September and December 2020, subject to immediate vesting in the event of a change of control and certain other events. Reporting Person may elect to exchange up to 40% of Restricted Stock Units for cash and the remaining Restricted Stock Units will be exchanged on a one for one basis for common stock, in each case upon payment of, or deduction of par value. Distributions in respect of vested Restricted Stock Units will be made on the first business day of January 2021, or earlier upon a change of control. |
(8) | For payment of par value of $0.01 per share. |
(9) | Does not include par value of $0.01 per share that must be paid or deducted upon exchange for cash. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ROSS GEORGE K C/O ACURA PHARMACEUTICALS, INC. 616 N. NORTH COURT, SUITE 120 PALATINE, IL 60067 | X |
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Signatures
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/s/ George Ross | | 1/6/2020 |
**Signature of Reporting Person | Date |
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