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*
CLAUDIUS LLC

(Last) (First) (Middle)
C/O GALEN MANAGEMENT, L.L.C.
680 WASHINGTON BLVD.

(Street)
STAMFORD CT 06901

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/16/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 06/16/2015 S 100,923(1) D $1.0844(2) 10,982,574 I See FN(3)
Common Stock 06/17/2015 S 3,900(4) D $1.05 10,978,674 I See FN(5)
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
1. Name and Address of Reporting Person*
CLAUDIUS LLC

(Last) (First) (Middle)
C/O GALEN MANAGEMENT, L.L.C.
680 WASHINGTON BLVD.

(Street)
STAMFORD CT 06901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GALEN PARTNERS INTERNATIONAL III L P

(Last) (First) (Middle)
C/O GALEN MANAGEMENT, L.L.C.
680 WASHINGTON BLVD.

(Street)
STAMFORD CT 06901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GALEN EMPLOYEE FUND III LP

(Last) (First) (Middle)
C/O GALEN MANAGEMENT L.L.C.
680 WASHINGTON BLVD.

(Street)
STAMFORD CT 06901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Galen Management, LLC

(Last) (First) (Middle)
680 WASHINGTON BLVD.

(Street)
STAMFORD CT 06901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GALEN PARTNERS III L P

(Last) (First) (Middle)
C/O GALEN MANAGEMENT, L.L.C.
680 WASHINGTON BLVD.

(Street)
STAMFORD CT 06901

(City) (State) (Zip)
Explanation of Responses:
1. The shares were sold as follows: 92,199 by Galen Partners III, L.P. ("Galen III"), 8,345 by Galen Partners International III, L.P. ("Galen International") and 379 by Galen Employee Fund III, L.P. ("Employee Fund").
2. The shares were sold at prices between $1.05 and $1.14. The Reporting Entities will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.
3. The shares are held as follows: 10,036,254 by Galen III, 904,976 by Galen International and 41,344 by Employee Fund. Claudius, L.L.C. serves as the sole General Partner of Galen III and Galen International and has sole voting and investment control over the shares held by such funds and may be deemed to beneficially own the shares held by such funds. Galen Management, L.L.C. serves as the sole General Partner of Employee Fund and has sole voting and investment control over the shares held by Employee Fund and may be deemed to beneficially own the shares held by Employee Fund. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.
4. The shares were sold as follows: 3,563 by Galen III, 322 by Galen International and 15 by Employee Fund.
5. The shares are held as follows: 10,032,691 by Galen III, 904,654 by Galen International and 41,329 by Employee Fund. Claudius, L.L.C. serves as the sole General Partner of Galen III and Galen International and has sole voting and investment control over the shares held by such funds and may be deemed to beneficially own the shares held by such funds. Galen Management, L.L.C. serves as the sole General Partner of Employee Fund and has sole voting and investment control over the shares held by Employee Fund and may be deemed to beneficially own the shares held by Employee Fund. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.
Remarks:
/s/ David W. Jahns, Member of Claudius, L.L.C. 06/18/2015
/s/ David W. Jahns, Member of Claudius L.L.C., the General Partner of Galen Partners International III, L.P. 06/18/2015
/s/ David W. Jahns, Member Galen Management, L.L.C., the General Partner of Galen Employee Fund III, L.P. 06/18/2015
/s/ David W. Jahns, Member 06/18/2015
/s/ David W. Jahns, Member of Claudius, L.L.C., the General Partner of Galen Partners III, L.P. 06/18/2015
** 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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