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 *
CARE CAPITAL II 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)
47 HULFISH STREET, SUITE 310		 3. Date of Earliest Transaction (Month/Day/Year)
05/24/2013
(Street)

PRINCETON, NJ 08542		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (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 05/24/2013   S   20,701 (1) D $ 2.34 (2) 5,808,114 I See Footnote (3)
Common Stock 05/28/2013   S   38,000 (4) D $ 2.36 (5) 5,770,114 I See Footnote (6)
Common Stock 05/29/2013   S   50,000 (7) D $ 2.3 (8) 5,720,114 I See Footnote (9)

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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CARE CAPITAL II LLC
47 HULFISH STREET
SUITE 310
PRINCETON, NJ 08542		     X    
CARE CAPITAL INVESTMENTS II LP
47 HULFISH STREET
SUITE 310
PRINCETON, NJ 08542		     X    
Care Capital Offshore Investments II LP
47 HULFISH STREET
SUITE 310
PRINCETON, NJ 08542		     X    

Signatures

 Care Capital LLC /s/ David R. Ramsay   05/29/2013
**Signature of Reporting Person Date
 Care Capital Investments II, LP, By: Care Capital II, LLC, Its General Partner /s/ David R. Ramsay   05/29/2013
**Signature of Reporting Person Date
 Care Capital Offshore Investments II, LP, By: Care Capital II, LLC, Its General Partner /s/ David R. Ramsay   05/29/2013
**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 shares were sold as follows: 19,372 by Care Capital Investments II, LP and 1,329 by Care Capital Offshore Investments II, L.P.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.42 to $2.30, inclusive. The reporting person undertakes to provide to Acura Pharmaceuticals, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (5) and (8) to this Form 4.
(3) Consists of 5,435,252 shares held by Care Capital Investments II, LP and 372,862 shares held by Care Capital Offshore Investments II, L.P. Care Capital II, LLC is the general partner of Care Capital Investments II, LP and Care Capital Offshore Investments II, LP and as a result, Care Capital II, LLC has the ultimate power to vote or direct the vote and to dispose or direct the disposition of such shares. Care Capital II, LLC is managed by three or more members and accordingly none of the managing members is deemed to have voting or dispositive control over the securities.
(4) The shares were sold as follows: 35,560 by Care Capital Investments II, LP and 2,440 by Care Capital Offshore Investments II, L.P.
(5) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.43 to $2.33, inclusive.
(6) Consists of 5,399,692 shares held by Care Capital Investments II, LP and 370,422 shares held by Care Capital Offshore Investments II, L.P. Care Capital II, LLC is the general partner of Care Capital Investments II, LP and Care Capital Offshore Investments II, LP and as a result, Care Capital II, LLC has the ultimate power to vote or direct the vote and to dispose or direct the disposition of such shares. Care Capital II, LLC is managed by three or more members and accordingly none of the managing members is deemed to have voting or dispositive control over the securities.
(7) The shares were sold as follows: 46,790 by Care Capital Investments II, LP and 3,210 by Care Capital Offshore Investments II, L.P.
(8) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.34 to $2.26, inclusive.
(9) Consists of 5,352,902 shares held by Care Capital Investments II, LP and 367,212 shares held by Care Capital Offshore Investments II, L.P. Care Capital II, LLC is the general partner of Care Capital Investments II, LP and Care Capital Offshore Investments II, LP and as a result, Care Capital II, LLC has the ultimate power to vote or direct the vote and to dispose or direct the disposition of such shares. Care Capital II, LLC is managed by three or more members and accordingly none of the managing members is deemed to have voting or dispositive control over the securities.

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