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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 | ||||||||
Restricted Stock Units (2017 Plan) | (2) (4) | 01/02/2019 | M | 66,666 | (5) | (5) | Common Stock | 66,666 | (6) | 0 | D | ||||
Restricted Stock Units (2017 Plan) | (2) (4) | 01/02/2019 | A | 83,333 | (7) | (7) | Common Stock | 83,333 | (6) | 83,333 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ROSS GEORGE K C/O ACURA PHARMACEUTICALS, INC. 616 N. NORTH COURT SUITE 120 PALATINE, IL 60067 |
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/s/ George Ross | 01/03/2019 | |
**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) | Represents exchange of restricted stock units. |
(2) | Par value of $.01 per share must be paid by Reporting Person upon exchange of Restricted Stock Units for stock |
(3) | Does not include Restricted Stock Units. |
(4) | 1 - for - 1 |
(5) | With respect to 66,666 Restricted Stock Units, 25% 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. |
(6) | N/A |
(7) | 25% 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. |