SEC Form 4 · accession 0001144204-19-001103
ACURA PHARMACEUTICALS, INC · ACUR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Immanuel Thangaraj
Director
Period of report
Jan 2, 2019
Accepted (ET)
Jan 8, 2019 · 4:38 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000786947
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3 | Jan 2, 2019 | M | 66,666 | — | A | 126,192 | D | |
| Common StockF8 | holding | — | — | — | 1,956,396 | I | By Essex Woodlands Health Venture Fund V, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units (2017 Plan)F6,F2,F4,F5 | — | Jan 2, 2019 | M | 66,666 | D | — | — | Common Stock | 66,666 | 0 | D |
| Restricted Stock Units (2017 Plan)F6,F2,F4,F7 | — | Jan 2, 2019 | A | 83,333 | A | — | — | Common Stock | 83,333 | 83,333 | D |
Explanation of responses
- F1Represents exchange of restricted stock units.
- F2Par value of $.01 per share must be paid by Reporting Person upon exchange of Restricted Stock Units for stock
- F3Does not include Restricted Stock Units.
- F41 - for - 1
- F525% of Restricted Stock Units vested on March 31, 2018, 25% vested on June 30, 2018; 25% vested on September 30, 2018 and 25% vested on December 31, 2018. Restricted Stock Units are being exchanged on a one for one basis for common stock, in each case upon payment of par value.
- F6N/A
- F725% of Restricted Stock Units vest on the last day of each of March, June, September and December 2019, subject to immediate vesting in the event of a change of control and certain other events. 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 2020, or earlier upon a change of control.
- F8The reporting person is a managing director of the general partner of Essex Woodlands Health Ventures Fund V, L.P. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.