SEC FORM
4/A
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 |
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|
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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*
| C/O CARE CAPITAL LLC |
| 47 HULFISH STREET, SUITE 310 |
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
ACURA PHARMACEUTICALS, INC
[ ACUR.OB ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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|
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3. Date of Earliest Transaction
(Month/Day/Year)
08/20/2007
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
08/22/2007
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction 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 |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
08/20/2007 |
|
P
|
|
38,125,924
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A |
|
72,576,158
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I |
By subsidiaries
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
|
10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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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*
| C/O CARE CAPITAL LLC |
| 47 HULFISH STREET, SUITE 310 |
(Street)
|
1. Name and Address of Reporting Person*
| C/O CARE CAPITAL LLC |
| 47 HULFISH STREET, SUITE 310 |
(Street)
|
1. Name and Address of Reporting Person*
| C/O CARE CAPITAL LLC |
| 47 HULFISH STREET, SUITE 310 |
(Street)
|
| Explanation of Responses: |
|
|
|
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/s/ Dennis Peterson, Attorney-in-fact |
08/23/2007 |
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/s/ Dennis Peterson, Attorney-in-fact for Care Capital II, LLC, its general partner |
08/23/2007 |
|
/s/ Dennis Peterson, Attorney-in-fact for Care Capital II, LLC, its general partner |
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
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. |
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
Care Capital Investments II, L.P. ("CCI") and/or Care Capital Offshore
Investments II, L.P. ("CCO"), on their own behalf or as members 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 CCI or CCO, on
their own behalf or as members 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.
Care Capital II, LLC, on its own behalf, and as the general partner of each
of Care Capital Investments II, L.P. and Care Capital Offshore Investments
II, L.P.
By: /s/ Richard J. Markham
Print Name: Richard J. Markham
/s/ Richard J. Markham
Richard J. Markham
858946/D/1
858946/D/1 8/23/2007 6:43 PM
