Statement of Changes of Beneficial Ownership


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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ROSS GEORGE K
2. Issuer Name and Ticker or Trading Symbol

ACURA PHARMACEUTICALS, INC [ ACUR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ACURA PHARAMCEUTICALS, INC., 616 N NORTH COURT
3. Date of Earliest Transaction (MM/DD/YYYY)

1/2/2015
(Street)

PALATINE, IL 60067
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   1/2/2015     M (1)    11030   A   (2) 14030   (3) D    
Common Stock   1/2/2015     F (4)    246   D $0.45   (5) 13784   (3) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Restricted Stock Units     (2) 1/2/2015     M         11030      (6)   (6) Common Stock   11030     (7) 25734   D    
Restricted Stock Units     (2) 1/2/2015     D         7352      (6)   (6) Common Stock   7352   $0.45   (5) (8) 18382   D    
Restricted Stock Units     (2) 1/2/2015     A      51546         (9)   (9) Common Stock   51546     (7) 51546   D    

Explanation of Responses:
( 1)  Represents exchange of Restricted Stock Units.
( 2)  Par value of $.01 must be paid by Reporting Person upon exchange of Restricted Stock Units for cash or stock
( 3)  Does not include Restricted Stock Units.
( 4)  For payment of par value of $.01 per share.
( 5)  Represents closing price of Issuer's common stock on December 31, 2014.
( 6)  50% of Restricted Stock Units vested on June 30, 2014; 25% vested on September 30, 2014 and 25% vested on December 31, 2014. Restricted Stock Units are exchanged for cash or stock on January 2, 2015, absent an election by Reporting Person. Reporting Person elected to defer distributions with respect to 50% (18,382) of Restricted Stock Units so that they are paid in three equal installments on January 1 of 2016, 2017 and 2018. Reporting Person elected to exchange 40% (7,352) of remaining Restricted Stock Units for cash (less par value of $.01 per share) and 60% of remaining Restricted Stock Units (11,030) on a one for one basis for common stock, in each case upon payment of, or deduction of par value.
( 7)  N/A
( 8)  Does not include par value of $.01 that must be paid or deducted upon exchange for cash.
( 9)  25% of Restricted Stock Units vest on the last day of each of March, June, September and December 2015. 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 2016.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ROSS GEORGE K
C/O ACURA PHARAMCEUTICALS, INC.
616 N NORTH COURT
PALATINE, IL 60067
X



Signatures
/s/ George Ross 1/6/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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