SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* GCE Holdings LLC (Last) (First) (Middle) 47 HULFISH STREET SUITE 310 (Street) PRINCETON NJ 08542 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/09/2005	3. Issuer Name and Ticker or Trading Symbol ACURA PHARMACEUTICALS, INC [ ACUR.OB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	11/09/2005	(1)	Common Stock	93,951,081	(1)	D(2)
Series B Convertible Preferred Stock	11/09/2005	(3)	Common Stock	20,246,507	(3)	D(2)
Series C-1 Convertible Preferred Stock	11/09/2005	(4)	Common Stock	48,833,992	(4)	D(2)
Series C-2 Convertible Preferred Stock	11/09/2005	(5)	Common Stock	14,118,114	(5)	D(2)
Series C-3 Convertible Preferred Stock	11/09/2005	(6)	Common Stock	79,175,508	(6)	D(2)

Explanation of Responses:

1. The Series A Convertible Preferred Stock is convertible into Acura Pharmaceuticals, Inc. Common Stock on a 5-for-1 basis and has no expiration date.

2. Each of Essex Woodlands Health Ventures V, LLC, as general partner of Essex Woodlands Health Ventures Fund, L.P., a member of the Reporting Person; Care Capital II, LLC, as general partner of each of Care Capital Investments II, L.P. and Care Capital Offshore Investments II, L.P., each of which is a member of the Reporting Person; Claudius, L.L.C., as general partner of each of Galen Partners III, L.P. and Galen Partners International III, L.P., each of which is a member of the Reporting Person; and Wesson Enterprises, Inc., as general partner of Galen Employee Fund III, L.P., a member of the Reporting Person, beneficially owns the reported securities indirectly, but disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

3. The Series B Convertible Preferred Stock is convertible into Acura Pharmaceuticals, Inc. Common Stock on a 1-for-1 basis and has no expiration date.

4. The Series C-1 Convertible Preferred Stock is convertible into Acura Pharmaceuticals, Inc. Common Stock on a 1-for-1 basis and has no expiration date.

5. The Series C-2 Convertible Preferred Stock is convertible into Acura Pharmaceuticals, Inc. Common Stock on a 1-for-1 basis and has no expiration date.

6. The Series C-3 Convertible Preferred Stock is convertible into Acura Pharmaceuticals, Inc. Common Stock on a 1-for-1 basis and has no expiration date.

	/s/ Dennis Peterson, Attorney-in-fact for Immanuel Thangaraj, its authorized signatory	08/23/2007
	** 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 5 (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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POWER OF ATTORNEY
	Know all by these presents, that the undersigned hereby constitutes
And appoints each of Daniel J. Cabo, Jr., Richard Kolodziejcyk, Bruce
Wesson and Dennis Peterson, signing singly, the undersigned's true and
lawful attorney-in-fact to:

	(1)	execute for and on behalf of the undersigned, in
the undersigned's capacity as an officer, director and/or 10%
stockholder of Acura Pharmaceuticals, Inc. (the "Company"),
and/or as the general partner of Essex Woodlands Health Ventures
Fund V, L.P. ("Essex"), on its own behalf or as a member of the
Company, any and all Forms 3, 4, and 5 and any amendments
thereto in accordance with Section 16(a) of the Securities Exchange
Act of 1934 (the "Exchange Act") and the rules thereunder; any and
all Schedules 13D or 13G, and any amendments thereto, in
accordance with Section 13(d) of the Exchange Act and the rules
thereunder; and any other forms, registration statements, filings,
reports, or schedules, including all amendments thereto, as may be
required under the Exchange Act or the Securities Act of 1933 (the
"Securities Act") and the rules and regulations thereunder;

	(2)	do and perform any and all acts for and on behalf
of the undersigned which may be necessary or desirable to complete
and execute any such Form 3, 4, or 5, Schedule 13D or 13G, or
other forms, registration statements, filings, reports, or schedules;
complete and execute any amendment or amendments thereto; and
timely file such document with the United States Securities and
Exchange Commission and any stock exchange or similar authority;
and

	(3)	take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, including the making of any
representations relating thereto on behalf of the undersigned, it
being understood that the documents executed or representations
made by such attorney-in-fact on behalf of the undersigned pursuant
to this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

	The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise of any
of the rights and powers herein granted, as fully to all intents and purposes
as the undersigned might or could do if personally present, with full power
of substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with the Securities Act or the Exchange Act.

	This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file any forms, registration statements,
filings, schedules, or reports under the Exchange Act or the Securities Act in
connection with the undersigned's capacity as an officer, director and/or
10% stockholder of the Company, or as the general partner of Essex, on its
own behalf or as a member of the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

	IN WITNESS WHEREOF, each of the undersigned has caused this
Power of Attorney to be executed as of this 22nd day of August, 2007.


/s/ Immanuel Thangaraj
Immanuel Thangaraj


Essex Woodlands Health Ventures Fund V, LLC,
on its own behalf and as the general partner of Essex
Woodlands Health Ventures Fund V, L.P.


By: /s/ Immanuel Thangaraj
Print Name:  Immanuel Thangaraj