Edgar Filing: CRITICAL THERAPEUTICS INC

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 ^*

MCEWAN ALASTAIR STUART

2. Issuer Name and Ticker or Trading Symbol
CRITICAL THERAPEUTICS INC [CRTX]

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 CORNERSTONE THERAPEUTICS INC., 2000 REGENCY PARKWAY SUITE 255

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2008

(Street)

CARY, NC 27518

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

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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option to Purchase Common Stock (Right to Buy)

$ 0.43

10/31/2008

83,329

10/31/2008

09/26/2015

Common Stock

83,329

⁽¹⁾

83,329

Option to Purchase Common Stock (Right to Buy)

$ 0.43

10/31/2008

11,904

10/31/2008

08/01/2015

Common Stock

11,904

⁽²⁾

95,233

Option to Purchase Common Stock (Right to Buy)

$ 0.43

10/31/2008

23,808

10/31/2008

08/01/2015

Common Stock

23,808

⁽³⁾

119,041

Option to Purchase Common Stock (Right to Buy)

$ 0.43

10/31/2008

119,041

10/31/2008

08/01/2015

Common Stock

119,041

⁽⁴⁾

238,082

Option to Purchase Common Stock (Right to Buy)

$ 1.77

10/31/2008

119,041

⁽⁵⁾

03/16/2017

Common Stock

119,041

⁽⁶⁾

357,123

Option to Purchase Common Stock (Right to Buy)

$ 3.9

10/31/2008

11,904

⁽⁷⁾

10/31/2018

Common Stock

11,904

⁽⁸⁾

369,027

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MCEWAN ALASTAIR STUART C/O CORNERSTONE THERAPEUTICS INC. 2000 REGENCY PARKWAY SUITE 255 CARY, NC 27518	X

Signatures

/s/ David Price, attorney in fact for Alastair S. McEwan pursuant to a power of attorney		11/03/2008
^**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)	Received in the merger (the "Merger") of Neptune Acquisition Corp., a wholly owned subsidiary of Critical Therapeutics, Inc., into Cornerstone BioPharma Holdings, Inc. ("CBPHI") in exchange for stock options to acquire 350,000 shares of CBPHI common stock for $0.10 per share based on an exchange ratio of 0.2380837.
(2)	Received in the Merger in exchange for stock options to acquire 50,000 shares of CBPHI common stock for $0.10 per share based on an exchange ratio of 0.2380837.
(3)	Received in the Merger in exchange for stock options to acquire 100,000 shares of CBPHI common stock for $0.10 per share based on an exchange ratio of 0.2380837.
(4)	Received in the Merger in exchange for stock options to acquire 500,000 shares of CBPHI common stock for $0.10 per share based on an exchange ratio of 0.2380837.
(5)	The vesting schedule for this option award is 25% on March 16, 2008, 25% on March 16, 2009, 25% on March 16, 2010, and 25% on March 16, 2011.
(6)	Received in the Merger in exchange for stock options to acquire 500,000 shares of CBPHI common stock for $0.42 per share based on an exchange ratio of 0.2380837.
(7)	The vesting schedule for this option award is 25% on March 15, 2009, 25% on March 15, 2010, 25% on March 15, 2011, and 25% on March 15, 2012.
(8)	Received in the Merger in exchange for stock options to acquire 50,000 shares of CBPHI common stock for $0.93 per share based on an exchange ratio of 0.2380837.

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