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*
THANGARAJ IMMANUEL

(Last) (First) (Middle)
10001 WOODLOCH FOREST DRIVE
SUITE 175

(Street)
THE WOODLANDS TX 77380

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ACURA PHARMACEUTICALS, INC [ ACUR.OB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2004
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 03/31/2004 J(1) 40,115 A $0.5 40,115 I By Essex Woodlands Health Ventures Fund V, L.P.(2)
Common Stock 06/30/2004 J(1) 74,362 A $0.49 114,477 I By Essex Woodlands Health Ventures Fund V, L.P.(2)
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
5% Convertible Senior Secured Debentures due March 31, 2006 $0.45 08/13/2004 P 138,841 08/13/2004 03/31/2006 Series C-3 Preferred Stock 398,854 $0 $138,841 I By Essex Woodlands Health Ventures Fund V, L.P.(2)
5% Convertible Senior Secured Debentures due March 31, 2006 $0.34 08/13/2004 C 5,000,000 12/20/2002 03/31/2006 Series C-3 Preferred Stock 14,363,688 $0 0 I By Essex Woodlands Health Ventures Fund V, L.P.(2)
5% Convertible Senior Secured Debentures due March 31, 2006 $1.02 08/13/2004 C 7,534 01/01/2003 03/31/2006 Series C-3 Preferred Stock 21,643 $0 0 I By Essex Woodlands Health Ventures Fund V, L.P.(2)
5% Convertible Senior Secured Debentures due March 31, 2006 $0.925 08/13/2004 C 62,594 04/01/2003 03/31/2006 Series C-3 Preferred Stock 179,816 $0 0 I By Essex Woodlands Health Ventures Fund V, L.P.(2)
5% Convertible Senior Secured Debentures due March 31, 2006 $0.79 08/13/2004 C 63,203 07/01/2003 03/31/2006 Series C-3 Preferred Stock 181,566 $0 0 I By Essex Woodlands Health Ventures Fund V, L.P.(2)
5% Convertible Senior Secured Debentures due March 31, 2006 $0.96 08/13/2004 C 64,694 10/01/2003 03/31/2006 Series C-3 Preferred Stock 185,850 $0 0 I By Essex Woodlands Health Ventures Fund V, L.P.(2)
5% Convertible Senior Secured Debentures due March 31, 2006 $0.45 08/13/2004 C 91,143 02/06/2004 03/31/2006 Series C-3 Preferred Stock 261,830 $0 0 I By Essex Woodlands Health Ventures Fund V, L.P.(2)
5% Convertible Senior Secured Debentures due March 31, 2006 $0.45 08/13/2004 C 138,841 08/13/2004 03/31/2006 Series C-3 Preferred Stock 398,854 $0 0 I By Essex Woodlands Health Ventures Fund V, L.P.(2)
Series C-3 Preferred Stock (3) 08/13/2004 C 14,363,688 08/13/2004 (4) Common Stock 14,363,688 $0 14,363,688 I By Essex Woodlands Health Ventures Fund V, L.P.(2)
Series C-3 Preferred Stock (3) 08/13/2004 C 21,643 08/13/2004 (4) Common Stock 21,643 $0 14,385,331 I By Essex Woodlands Health Ventures Fund V, L.P.(2)
Series C-3 Preferred Stock (3) 08/13/2004 C 179,816 08/13/2004 (4) Common Stock 179,816 $0 14,565,147 I By Essex Woodlands Health Ventures Fund V, L.P.(2)
Series C-3 Preferred Stock (3) 08/13/2004 C 181,566 08/13/2004 (4) Common Stock 181,566 $0 14,746,713 I By Essex Woodlands Health Ventures Fund V, L.P.(2)
Series C-3 Preferred Stock (3) 08/13/2004 C 185,850 08/13/2004 (4) Common Stock 185,850 $0 14,932,563 I By Essex Woodlands Health Ventures Fund V, L.P.(2)
Series C-3 Preferred Stock (3) 08/13/2004 C 261,830 08/13/2004 (4) Common Stock 261,830 $0 15,194,393 I By Essex Woodlands Health Ventures Fund V, L.P.(2)
Series C-3 Preferred Stock (3) 08/13/2004 C 398,854 08/13/2004 (4) Common Stock 398,854 $0 15,593,247(5) I By Essex Woodlands Health Ventures Fund V, L.P.(2)
Common Stock Purchase Warrant $0.34 05/08/2004 P 345,000 05/08/2003 05/08/2010 Common Stock 345,000 $0(6) 345,000 I Essex Woodlands Health Ventures Fund V, L.P.(2)
Explanation of Responses:
1. Common Stock was issued as a quarterly interest payment on a senior secured note.
2. The reporting person is a managing director of the general partner of the partnership that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
3. Shares of the issuer's Series C-3 Preferred Stock currently are convertible into shares of the issuer's Common Stock on a 1-for-1 basis.
4. Shares of the issuer's Preferred Stock are convertible into shares of the issuer's Common Stock for as long as such shares are outstanding.
5. Essex Woodlands Health Ventures Fund V, L.P. currently owns an aggregate of 15,593,247 shares of the issuer's Series C-3 Preferred Stock, 6,756,207 shares of the issuer's Series B Preferred Stock and 6,781,950 shares of the issuer's Series A Preferred Stock as a result of the conversion on August 13, 2004 of all of the Partnership's convertible debentures reported on this Form 4. All of such shares of Preferred Stock currently are convertible into an aggregate of 56,259,205 shares of the issuer's Common Stock.
6. A Common Stock Purchase Warrant was issued in exchange for a commitment by Essex Woodlands Health Ventures Fund V, L.P. to invest in the issuer at a future date.
Immanuel Thangaraj 10/01/2004
** 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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