SEC Form 4
FORM 4 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Dickson Brian
(Last) (First) (Middle)
C/O CORNERSTONE THERAPEUTICS INC.
2000 REGENCY PARKWAY, SUITE 255
(Street)
CARY NC 27518
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CRITICAL THERAPEUTICS INC [ CRTX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Medical Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/31/2008
4. If Amendment, Date of 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
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
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 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: 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
Option to Purchase Common Stock (Right to Buy) $0.43 10/31/2008 A 65,473 ( 1 ) 08/01/2015 Common Stock 65,473 ( 2 ) 65,473 D
Option to Purchase Common Stock (Right to Buy) $0.43 10/31/2008 A 35,712 ( 3 ) 03/16/2017 Common Stock 35,712 ( 4 ) 101,185 D
Option to Purchase Common Stock (Right to Buy) $0.43 10/31/2008 A 77,377 ( 5 ) 05/09/2015 Common Stock 77,377 ( 6 ) 178,562 D
Option to Purchase Common Stock (Right to Buy) $1.77 10/31/2008 A 178,562 ( 7 ) 08/01/2015 Common Stock 178,562 ( 8 ) 357,124 D
Option to Purchase Common Stock (Right to Buy) $3.9 10/31/2008 A 23,808 ( 9 ) 10/31/2018 Common Stock 23,808 ( 10 ) 380,932 D
Explanation of Responses:
1. The vesting schedule for this option award is 25% on February 9, 2007, 25% on February 9, 2008, 25% on February 9, 2009, and 25% on February 9, 2010.
2. 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 275,000 shares of CBPHI common stock for $0.10 per share based on an exchange ratio of 0.2380837.
3. 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.
4. Received in the Merger in exchange for stock options to acquire 150,000 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 December 1, 2005, 25% on December 1, 2006, 25% on December 1, 2007, and 25% on December 1, 2008.
6. Received in the Merger in exchange for stock options to acquire 325,000 shares of CBPHI common stock for $0.10 per share based on an exchange ratio of 0.2380837.
7. The vesting schedule for this option award is 25% on August 1, 2006, 25% on August 1, 2007, 25% on August 1, 2008, and 25% on August 1, 2009.
8. Received in the Merger in exchange for stock options to acquire 750,000 shares of CBPHI common stock for $0.42 per share based on an exchange ratio of 0.2380837.
9. 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.
10. Received in the Merger in exchange for stock options to acquire 100,000 shares of CBPHI common stock for $0.93 per share based on an exchange ratio of 0.2380837.
Remarks:
/s/ David Price, attorney in fact for Brian Dickson pursuant to a power of attorney 11/03/2008
** 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).
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