Statement of Changes in Beneficial Ownership (4)
05 Janvier 2023 - 10:07PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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THANGARAJ IMMANUEL |
2. Issuer Name and Ticker or Trading Symbol
ACURA PHARMACEUTICALS, INC
[
ACUR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
335 BRYANT STREET, #3 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/3/2023 |
(Street)
PALO ALTO, CA 94301
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. 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
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 1/3/2023 | | M(1) | | 66666 | A | (2) | 397647 (3) | D | |
Common Stock | | | | | | | | 1956396 | I (8) | By Essex Woodlands Health Venture Fund V, L.P. |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Restricted Stock Units (2021 Plan) | (2)(4) | 1/3/2023 | | M | | | 66666 | (5) | (5) | Common Stock | 66666 | (6) | 0 | D | |
Restricted Stock Units (2021 Plan) | (2)(4) | 1/3/2023 | | A | | | 50000 | (7) | (7) | Common Stock | 50000 | (6) | 50000 | D | |
Explanation of Responses: |
(1) | Represents exchange of restricted stock units. |
(2) | Par value of $.01 per share must be paid by Reporting Person upon exchange of Restricted Stock Units for stock |
(3) | Does not include Restricted Stock Units. |
(4) | 1 - for - 1 |
(5) | 66,666 Restricted Stock Units were granted on January 3, 2022. 25% of Restricted Stock Units vested on the last day of each of March, June, September and December 2022. Restricted Stock Units are being exchanged on a one for one basis for common stock, in each case upon payment of par value. |
(6) | N/A |
(7) | 50,000 Restricted Stock Units were granted on January 3, 2023. 25% of Restricted Stock Units vest on the last day of each of March, June, September and December 2023, subject to immediate vesting in the event of a change of control and certain other events. Reporting Person may elect to exchange up to 40% of Restricted Stock Units for cash and the remaining Restricted Stock Units will be exchanged on a one for one basis for common stock, in each case upon payment of, or deduction of par value. Distributions in respect of vested Restricted Stock Units will be made on the first business day of January 2024, or earlier upon a change of control. |
(8) | The reporting person is a managing director of the general partner of Essex Woodlands Health Ventures Fund V, L.P. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
THANGARAJ IMMANUEL 335 BRYANT STREET, #3 PALO ALTO, CA 94301 | X |
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Signatures
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/s/ Immanuel Thangaraj | | 1/5/2023 |
**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 control number. |
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