Seelos Therapeutics (SEELQ) Form 3 APRICUS BIOSCIENCES / Neil Morton ownership change

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^*

Morton Neil

(Last) (First) (Middle)

11975 EL CAMINO REAL, SUITE 300

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2016

3. Issuer Name and Ticker or Trading Symbol
APRICUS BIOSCIENCES, INC. [ APRI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Chief Business Officer

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)
Common Stock	29,496(1)	D

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
Stock Option (right to buy)	(2)	03/19/2024	Common Stock	200,000	2.32	D
Stock Option (right to buy)	(3)	01/28/2025	Common Stock	90,000	1.43	D
Stock Option (right to buy)	(4)	03/14/2026	Common Stock	85,000	1.11	D

Explanation of Responses:

1. This includes an award of 24,496 Restricted Stock Units ("RSUs") under the Issuer's 2012 Stock Long Term Incentive Plan with the underlying shares vesting fully on February 15, 2017, subject to the Reporting Person's continued employment or service to the Issuer through such date.

2. This includes (1) options to purchase 120,000 shares of common stock, which shall vest with respect to one-fourth of the underlying shares upon the first anniversary of the grant date, and then with respect to the remaining shares monthly thereafter over the next three years so the option will be fully vested as of 3/20/2018, and (2) options to purchase 80,000 shares of common stock, fifty percent of such options to vest on the achievement of certain performance goals, with the remaining fifty percent to vest monthly over the next two years following the achievement of such goals, all such options subject to the Reporting Person's continued employment or service to the Issuer through such date.

3. This includes (1) options to purchase 60,000 shares of common stock, which shall vest with respect to one-fourth of the underlying shares upon the first anniversary of the grant date, and then with respect to the remaining shares monthly thereafter over the next three years so the option will be fully vested as of 1/29/2019, and (2) options to purchase 30,000 shares of common stock, which shall vest on the achievement of certain clinical development milestones, all such options subject to the Reporting Person's continued employment or service to the Issuer through such date.

4. This option shall vest with respect to one-fourth of the underlying shares upon the first anniversary of the grant date, and then with respect to the remaining shares monthly thereafter over the next three years so the option will be fully vested as of 3/15/2020, subject to the Reporting Person's continued employment or service to the Issuer through such date.

Remarks:

	/s/ Richard W. Pascoe by power of attorney for Neil Morton	04/05/2016
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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