Acura Pharmaceuticals (ACUR) Form 4 ACURA PHARMACEUTICALS / WILLIAM G SKELLY 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^*

SKELLY WILLIAM G

(Last) (First) (Middle)

C/O ACURA PHARMACEUTICALS, INC.

616 N. NORTH COURT

(Street)

PALATINE IL 60067

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ACURA PHARMACEUTICALS, INC [ ACUR ]

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)
01/03/2017

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	01/03/2017		M(1)		13,216	A	(2)	28,345(3)(4)	D

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
Restricted Stock Units(4)	(2)	01/03/2017		D			8,810	(5)	(5)	Common Stock	8,810	$0.7665(2)(6)	13,216	D
Restricted Stock Units(4)	(2)	01/03/2017		M			13,216	(5)	(5)	Common Stock	13,216	(2)	0	D
Restricted Stock Units	(2)	01/03/2017		A		59,523		(7)	(7)	Common Stock	59,523	(8)	59,523	D

Explanation of Responses:

1. Represents exchange of restricted stock units.

2. Par value of $.01 must be paid by Reporting Person (or withheld from cash distributions) upon exchange of Restricted Stock Units for cash or stock

3. Does not include Restricted Stock Units.

4. Reflects 1 for 5 Reverse Stock Split effective August 27, 2015.

5. 25% of Restricted Stock Units vested on March 31, 2016, 25% vested on June 30, 2016; 25% vested on September 30, 2016 and 25% vested on December 31, 2016. Reporting Person elected to exchange 40% (8.810) of Restricted Stock Units for cash (less par value of $.01 per share). Remaining Restricted Stock Units are being exchanged on a one for one basis for common stock, in each case upon payment of, or deduction of par value.

6. Represents closing price of Issuer's common stock on December 30, 2016.

7. 25% of Restricted Stock Units vest on the last day of each of March, June, September and December 2017, subject to immediate vesting in the event of a change of control. 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 2018, or earlier upon a change of control.

8. N/A

Remarks:

	/s/ William Skelly	01/04/2017
	** 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.
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