Sec Form 4 Filing - CLAUDIUS LLC @ ACURA PHARMACEUTICALS, INC - 2014-02-18

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
CLAUDIUS LLC
2. Issuer Name and Ticker or Trading Symbol
ACURA PHARMACEUTICALS, INC [ ACUR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O GALEN MANAGEMENT, L.L.C., 680 WASHINGTON BLVD.
3. Date of Earliest Transaction (MM/DD/YY)
02/18/2014
(Street)
STAMFORD, CT06901
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/18/2014 S 2,200 ( 1 ) D $ 1.95 11,526,398 I See FN ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CLAUDIUS LLC
C/O GALEN MANAGEMENT, L.L.C.
680 WASHINGTON BLVD.
STAMFORD, CT06901
X
GALEN PARTNERS INTERNATIONAL III L P
C/O GALEN MANAGEMENT, L.L.C.
680 WASHINGTON BLVD.
STAMFORD, CT06901
X
GALEN EMPLOYEE FUND III LP
C/O GALEN MANAGEMENT L.L.C.
680 WASHINGTON BLVD.
STAMFORD, CT06901
X
Galen Management, LLC
680 WASHINGTON BLVD.
STAMFORD, CT06901
X
GALEN PARTNERS III L P
C/O GALEN MANAGEMENT, L.L.C.
680 WASHINGTON BLVD.
STAMFORD, CT06901
X
Signatures
/s/ David W. Jahns, Member of Claudius, L.L.C. 02/20/2014
Signature of Reporting Person Date
/s/ David W. Jahns, Member of Claudius L.L.C., the General Partner of Galen Partners International III, L.P. 02/20/2014
Signature of Reporting Person Date
/s/ David W. Jahns, Member Galen Management, L.L.C., the General Partner of Galen Employee Fund III, L.P. 02/20/2014
Signature of Reporting Person Date
/s/ David W. Jahns, Member 02/20/2014
Signature of Reporting Person Date
/s/ David W. Jahns, Member of Claudius, L.L.C., the General Partner of Galen Partners III, L.P. 02/20/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares were sold as follows: 2,010 by Galen Partners III, L.P. ("Galen III"), 182 by Galen Partners International III, L.P. ("Galen International") and 8 by Galen Employee Fund III, L.P. ("Employee Fund").
( 2 )The shares are held as follows: 10,533,068 by Galen III, 949,942 by Galen International and 43,388 by Employee Fund. 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.

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