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*
CLEMENS PETER A

(Last) (First) (Middle)
C/O ACURA PHARMACEUTICALS, INC.
616 N. NORTH COURT, SUITE 120

(Street)
PALATINE IL 60067

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ACURA PHARMACEUTICALS, INC [ ACUR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior VP and CFO
3. Date of Earliest Transaction (Month/Day/Year)
12/17/2013
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)
Code V Amount (A) or (D) Price
Common Stock 12/17/2013 M 9,375 A $1.3 335,641(1) D
Common Stock 12/17/2013 F 7,914(2) D $1.54 327,727(1) D
Common Stock 12/17/2013 F 256(3) D $1.54 327,471(1) D
Common Stock 3,605(4) I by son
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $1.3 12/17/2013 M 9,375 01/01/2013(5) 03/09/2014(5) Common Stock 9,375 (6) 9,375 D
Explanation of Responses:
1. Amount of securities includes 117,500 Restricted Stock Units held by Reporting Person. Absent a change of control, shares of common stock will be distributed in exchange for Restricted Stock Units (after payment of $.01 par value per share) on January 1st of 2014.
2. Shares withheld by the Issuer for payment by the Reporting Person to the Issuer of his option exercise price.
3. Shares of common stock of the Issuer withheld by the Issuer in satisfaction of the Reporting Person's tax withholdings on the exercise of non-qualified options.
4. This filing shall not be deemed an admission that the reporting person is the beneficial owner of these equity securities.
5. Option was exercsiable with respect to 9,375, 9,375 and 9,375 shares commencing January 1, 2011, January 1, 2012 and January 1, 2013, resepctively. Remaining portion of option (with respect to 9,375 shares) is exercisable (absent a change of control) on January 1, 2014, and expires March 9, 2014.
6. Not Applicable
Remarks:
/s/ Peter A. Clemens 12/19/2013
** 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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