Acura Pharmaceuticals (ACUR) Form 4 ACURA PHARMACEUTICALS / PARTNERS III L P GALEN 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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X

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^*

CLAUDIUS LLC

(Last) (First) (Middle)

C/O GALEN MANAGEMENT, L.L.C.

680 WASHINGTON BLVD.

(Street)

STAMFORD CT 06901

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2017

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	12/14/2017		S(1)		2,195,734(2)	D	$0.1	0	I	See footnote(3)

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

1. Name and Address of Reporting Person^*

CLAUDIUS LLC

(Last) (First) (Middle)

C/O GALEN MANAGEMENT, L.L.C.

680 WASHINGTON BLVD.

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GALEN PARTNERS INTERNATIONAL III L P

(Last) (First) (Middle)

C/O GALEN MANAGEMENT, L.L.C.

680 WASHINGTON BLVD.

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GALEN EMPLOYEE FUND III LP

(Last) (First) (Middle)

C/O GALEN MANAGEMENT L.L.C.

680 WASHINGTON BLVD.

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Galen Management, LLC

(Last) (First) (Middle)

680 WASHINGTON BLVD.

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GALEN PARTNERS III L P

(Last) (First) (Middle)

C/O GALEN MANAGEMENT, L.L.C.

680 WASHINGTON BLVD.

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

Explanation of Responses:

1. The shares were sold in a private transaction pursuant to a stock purchase agreement by and among Galen Partners III, LP ("Galen III"), Galen Employee Fund III, LP, ("Employee Fund") Galen Partners International III, LP ("Galen International") and several purchasers.

2. The shares were sold as follows: 2,006,540 by Galen III, 180,928 by Galen International and 8,266 by Employee Fund.

3. Claudius, L.L.C. serves as the sole General Partner of Galen III and Galen International and has sole voting and investment control over the shares held by such funds and may be deemed to beneficially own the shares held by such funds. Galen Management, L.L.C. serves as the sole General Partner of Employee Fund and has sole voting and investment control over the shares held by Employee Fund and may be deemed to beneficially own the shares held by Employee Fund. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.

Remarks:

	/s/ David W. Jahns, Member of Claudius, L.L.C.	01/02/2018
	/s/ David W. Jahns, Member of Claudius L.L.C., the General Partner of Galen Partners International III, L.P.	01/02/2018
	/s/ David W. Jahns, Member Galen Management, L.L.C., the General Partner of Galen Employee Fund III, L.P.	01/02/2018
	/s/ David W. Jahns, Member	01/02/2018
	/s/ David W. Jahns, Member of Claudius, L.L.C., the General Partner of Galen Partners III, L.P.	01/02/2018
	** Signature of Reporting Person	Date
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