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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Options | $ 1.3 | 01/01/2012 | M | 9,375 | 01/01/2011(8) | 03/09/2014(8) | Common Stock | 9,375 | (9) | 18,750 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CLEMENS PETER A C/O ACURA PHARMACEUTICALS, INC. 616 N. NORTH COURT, SUITE 120 PALATINE, IL 60067 |
Senior VP and CFO |
/s/ Peter A. Clemens | 01/04/2012 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Amount of securities includes 352,500 Restricted Stock Units held by Reporting Person before exchange of 117,500 Restricted Stock Units on 1/1/2012. |
(2) | Shares withheld by the Issuer for payment by the Reporting Person to the Issuer of his option exercise price. |
(3) | Shares of common stock of the Issuer withheld by the Issuer in satisfaction of the Reporting Person's tax withholdings on the exercise of non-qualified options. |
(4) | Shares of common stock of the Issuer withheld by the Issuer in satisfaction of the Reporting Person's tax withholdings on the exchange of Restricted Stock Units for common stock of the Issuer. |
(5) | Amount of securities include 235,000 Restricted Stock Units held by Reporting Person. Absent a change of control, shares of common stock will be distributed in exchange for Restricted Stock Units (after payment of $.01 par value per share) in two equal installments on January 1st of each of 2013 and 2014. An additional 117,500 Restricted Stock Units, which were previously included in Reporting Person's holdings were exchanged for shares of the Issuer on 1/1/2012. |
(6) | Shares withheld by the Issuer for payment by the Reporting Person to the Issuer of $0.01 par value per share for each Restricted Stock Unit exchanged. |
(7) | This filing shall not be deemed an admission that the reporting person is the beneficial owner of these equity securities. |
(8) | Option was exercsiable with respect to 9,375 shares commencing January 1, 2011, and with respect to 9,375 shares commencing January 1, 2012. Remaining portion of option (with respect to 18,750 shares) is exercisable (absent a change of control) in two equal installments commencing on January 1 of each of 2013 and 2014, and each installment must be exercised in year in which it first becomes exercisable. |
(9) | Not Applicable |