Sarissa Capital Offshore Master Fund Form 4 APRICUS BIOSCIENCES / ALEXANDER J DENNER ownership change

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^*

DENNER ALEXANDER J

(Last) (First) (Middle)

C/O SARISSA CAPITAL MANAGEMENT LP,

660 STEAMBOAT ROAD

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

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

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	01/12/2016		P		1,306,819	A	$0.88	7,831,324	I	See Footnote(1)

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
Warrants to Purchase Common Stock	$0.88	01/12/2016		P		653,409		07/12/2016	01/12/2023	Common Stock	653,409	(2)	3,400,661	I	See Footnote(3)

1. Name and Address of Reporting Person^*

DENNER ALEXANDER J

(Last) (First) (Middle)

C/O SARISSA CAPITAL MANAGEMENT LP,

660 STEAMBOAT ROAD

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sarissa Capital Management LP

(Last) (First) (Middle)

C/O SARISSA CAPITAL MANAGEMENT LP,

660 STEAMBOAT ROAD

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sarissa Capital Domestic Fund LP

(Last) (First) (Middle)

C/O SARISSA CAPITAL MANAGEMENT LP,

660 STEAMBOAT ROAD

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sarissa Capital Offshore Master Fund LP

(Last) (First) (Middle)

C/O SARISSA CAPITAL MANAGEMENT LP,

660 STEAMBOAT ROAD

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Explanation of Responses:

1. See Exhibit 99.1; Note 1.

2. See Exhibit 99.1; Note 2.

3. See Exhibit 99.1; Note 3.

	By: /s/ Alexander J. Denner, Ph.D	01/14/2016
	By: /s/ Sarissa Capital Management LP	01/14/2016
	By: /s/ Sarissa Capital Domestic Fund LP	01/14/2016
	By: /s/ Sarissa Capital Offshore Master Fund LP	01/14/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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