Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
GCE Holdings LLC
  2. Issuer Name and Ticker or Trading Symbol
ACURA PHARMACEUTICALS, INC [ACUR.OB]
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)
47 HULFISH STREET SUITE 310
3. Date of Earliest Transaction (Month/Day/Year)
11/10/2005
(Street)

PRINCETON, NJ 08542
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 11/10/2005   C   93,951,081 A (1) 93,951,081 D (2)  
Common Stock 11/10/2005   C   20,246,507 A (3) 114,197,588 D (2)  
Common Stock 11/10/2005   C   48,833,992 A (4) 163,031,580 D (2)  
Common Stock 11/10/2005   C   14,118,114 A (5) 177,149,694 D (2)  
Common Stock 11/10/2005   C   79,175,808 A (6) 256,325,502 D (2)  
Common Stock 08/20/2007   P   33,333,332 A (7) 289,658,834 D (2)  
Common Stock 08/20/2007   P   38,125,924 A (8) 327,784,758 D (2)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (1) 11/10/2005   C     18,790,216   (1)   (1) Common Stock 93,951,081 $ 0 0 D (2)  
Series B Convertible Preferred Stock (3) 11/10/2005   C     20,246,507   (3)   (3) Common Stock 20,246,507 $ 0 0 D (2)  
Series C-1 Convertible Preferred Stock (4) 11/10/2005   C     48,833,992   (4)   (4) Common Stock 48,833,992 $ 0 0 D (2)  
Series C-2 Convertible Preferred Stock (5) 11/10/2005   C     14,118,114   (5)   (5) Common Stock 14,118,114 $ 0 0 D (2)  
Series C-3 Convertible Preferred Stock (6) 11/10/2005   C     79,175,508   (6)   (6) Common Stock 79,175,508 $ 0 0 D (2)  
Common Stock Warrants (right to buy) $ 0.34 08/20/2007   P   8,333,333   08/20/2007 08/20/2014 Common Stock 8,333,333 (7) 8,333,333 D (2)  
Common Stock Warrants (right to buy) $ 0.34 08/20/2007   P   9,531,481   08/20/2007 08/20/2014 Common Stock 9,531,481 (8) 17,864,814 D (2)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GCE Holdings LLC
47 HULFISH STREET SUITE 310
PRINCETON, NJ 08542
    X    

Signatures

 /s/ Dennis Peterson, Attorney-in-fact for Immanuel Thangaraj, its authorized signatory   08/22/2007
**Signature of Reporting Person Date

Explanation of Responses:

* 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) The Series A Convertible Preferred Stock converted into Acura Pharmaceuticals, Inc. Common Stock on a 5-for-1 basis and had no expiration date.
(2) Each of Essex Woodlands Health Ventures V, LLC, as general partner of Essex Woodlands Health Ventures Fund V, L.P., a member of the Reporting Person; Care Capital II, LLC, as general partner of each of Care Capital Investments II, L.P. and Care Capital Offshore Investments II, L.P., each of which is a member of the Reporting Person; Claudius, L.L.C., as general partner of each of Galen Partners III, L.P. and Galen Partners International III, L.P., each of which is a member of the Reporting Person; and Wesson Enterprises, Inc., as general partner of Galen Employee Fund III, L.P., a member of the Reporting Person, beneficially owns the reported securities indirectly, but disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
(3) The Series B Convertible Preferred Stock converted into Acura Pharmaceuticals, Inc. Common Stock on a 1-for-1 basis and had no expiration date.
(4) The Series C-1 Convertible Preferred Stock converted into Acura Pharmaceuticals, Inc. Common Stock on a 1-for-1 basis and had no expiration date.
(5) The Series C-2 Convertible Preferred Stock converted into Acura Pharmaceuticals, Inc. Common Stock on a 1-for-1 basis and had no expiration date.
(6) The Series C-3 Convertible Preferred Stock converted into Acura Pharmaceuticals, Inc. Common Stock on a 1-for-1 basis and had no expiration date.
(7) The reported securities are included within 8,333,333 Units of Acura Pharmaceuticals, Inc. purchased by the Reporting Person for $1.08 per Unit.
(8) The reported securities are included within 9,531,481 Units of Acura Pharmaceuticals, Inc. received by the Reporting Person in satisfaction of the outstanding aggregate of $10.294 million in principal amount under the Reporting Person's outstanding bridge loan indebtedness.

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