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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Schutte John

(Last) (First) (Middle)
333 EAST MAIN STREET, SUITE 200

(Street)
LOUISVILLE KY 40202

(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)
06/28/2019
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 8,912,655 D
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
Warrant to Purchase Common Stock $0.528 07/24/2017 07/23/2022 Common Stock 1,782,531 1,782,531 D
Warrant to Purchase Common Stock $0.01 06/28/2019 J(1) 10,000,000 06/28/2019 06/28/2024 Common Stock 10,000,000 $0(1) 10,000,000 D
Warrant to Purchase Common Stock $0.01 06/28/2019 J(2) 10,000,000 06/28/2019 06/28/2024 Common Stock 10,000,000 $0(1) 10,000,000 I By Abuse Deterrent Parma, LLC(3)
Convertible Promissory Note $0.16 06/28/2019 J(4) $6,000,000(5) 06/28/2019 (6) Common Stock 375,000,000(9) $6,000,000 375,000,000(9) D
Convertible Promissory Note $0.16 06/28/2019 J(7) $6,000,000(5) 06/28/2019 (6) Common Stock 375,000,000(9) $6,000,000 375,000,000(9) I By Abuse Deterrent Parma, LLC(8)
Explanation of Responses:
1. This warrant was issued to the Reporting Person in connection with the amended, consolidated and restated convertible secured promissory note in the amount of $6 million (the "Note").
2. Reflects the assignment and transfer of the warrant by the Reporting Person to Abuse Deterrent Pharma, LLC ("AD Pharma").
3. The Reporting Person is the manager and indirect 61.1% owner of AD Pharma. The Reporting Person hereby disclaims beneficial ownership of this warrant, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the warrant for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
4. The Note amended, consolidated and restated the existing promissory notes issued to the Reporting Person into a single note in the amount of $6 million and added the conversion right.
5. The Note bears interest at the rate of 7.5% per annum. At the election of AD Pharma, all principal and deemed interest under the Note may be converted into the Issuer's common stock. For each $0.16 converted, AD Pharma will receive one share of common stock.
6. The Note is convertible, at the election of AD Pharma, at any time prior to repayment of the Note and matures on July 1, 2023.
7. Reflects the assignment and transfer of the Note by the Reporting Person to AD Pharma.
8. The Reporting Person is the manager and indirect 61.1% owner of AD Pharma. The Reporting Person hereby disclaims beneficial ownership of the Note, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the Note for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
9. Excludes any interest accruing on the Note, which is convertible at the election of AD Pharma.
/s/ John Schutte 07/11/2019
** 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).
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.