SEC FORM 4

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
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^*

PHILLIPS BARCLAY A

(Last)

(First)

(Middle)

C/O ACORDA THERAPEUTICS, INC

15 SKYLINE DRIVE

(Street)

HAWTHORNE

10532

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ACORDA THERAPEUTICS INC [ ACOR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2006

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	02/15/2006		C		53,640	A	⁽¹⁾	53,640⁽¹⁾	I	See footnote⁽²⁾
Common	02/15/2006		C		17,880	A	⁽¹⁾	71,520⁽¹⁾	I	See footnote⁽³⁾
Common	02/15/2006		C		163,700	A	⁽¹⁾	235,220⁽¹⁾	I	See footnote⁽²⁾
Common	02/15/2006		C		54,566	A	⁽¹⁾	289,786⁽¹⁾	I	See footnote⁽³⁾
Common	02/15/2006		C		24,453	A	⁽¹⁾	314,239⁽¹⁾	I	See footnote⁽²⁾
Common	02/15/2006		C		8,150	A	⁽¹⁾	322,389⁽¹⁾	I	See footnote⁽³⁾
Common	02/15/2006		C		67,945	A	⁽¹⁾	390,334⁽¹⁾	I	See footnote⁽²⁾
Common	02/15/2006		C		22,647	A	⁽¹⁾	412,981⁽¹⁾	I	See footnote⁽³⁾
Common	02/15/2006		C		98,116	A	⁽¹⁾	511,097⁽¹⁾	I	See footnote⁽²⁾
Common	02/15/2006		C		32,704	A	⁽¹⁾	543,801⁽¹⁾	I	See footnote⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series E-1 Convertible Preferred Stock	⁽¹⁾	02/15/2006		C			69,733	⁽¹⁾	⁽¹⁾	Common Stock	53,640⁽¹⁾	$0	23,244	I	See footnote⁽²⁾
Series E-1 Convertible Preferred Stock	⁽¹⁾	02/15/2006		C			23,244	⁽¹⁾	⁽¹⁾	Common Stock	17,880⁽¹⁾	$0	0	I	See footnote⁽³⁾
Series E-2 Convertible Preferred Stock	⁽¹⁾	02/15/2006		C			212,810	⁽¹⁾	⁽¹⁾	Common Stock	163,700⁽¹⁾	$0	70,936	I	See footnote⁽²⁾
Series E-2 Convertible Preferred Stock	⁽¹⁾	02/15/2006		C			70,936	⁽¹⁾	⁽¹⁾	Common Stock	54,566⁽¹⁾	$0	0	I	See footnote⁽³⁾
Series H Convertible Preferred Stock	⁽¹⁾	02/15/2006		C			31,790	⁽¹⁾	⁽¹⁾	Common Stock	24,453⁽¹⁾	$0	10,596	I	See footnote⁽²⁾
Series H Convertible Preferred Stock	⁽¹⁾	02/15/2006		C			10,596	⁽¹⁾	⁽¹⁾	Common Stock	8,150⁽¹⁾	$0	0	I	See footnote⁽³⁾
Series I Convertible Preferred Stock	⁽¹⁾	02/15/2006		C			88,329	⁽¹⁾	⁽¹⁾	Common Stock	67,945⁽¹⁾	$0	29,442	I	See footnote⁽²⁾
Series I Convertible Preferred Stock	⁽¹⁾	02/15/2006		C			29,442	⁽¹⁾	⁽¹⁾	Common Stock	22,647⁽¹⁾	$0	0	I	See footnote⁽³⁾
Series J Convertible Preferred Stock	⁽¹⁾	02/15/2006		C			127,551	⁽¹⁾	⁽¹⁾	Common Stock	98,116⁽¹⁾	$0	42,516	I	See footnote⁽²⁾
Series J Convertible Preferred Stock	⁽¹⁾	02/15/2006		C			42,516	⁽¹⁾	⁽¹⁾	Common Stock	32,704⁽¹⁾	$0	0	I	See footnote⁽³⁾

Explanation of Responses:

1. All of the outstanding shares of the Issuer's Series E-1, E-2, H, I and J Convertible Preferred Stock automatically converted to Common Stock of the Issuer upon the closing of the Issuer's initial public offering and had no expiration date.

2. These shares are held by Vector Later-Stage Equity Fund II (QP), L.P. ("Vector QP"). According to information provided by Vector QP, Mr. Phillips could be deemed to have shared voting and dispositive power with respect to the shares of stock held by Vector QP. However, Mr. Phillips disclaims beneficial ownership except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed to be an admission that he is the beneficial owner of these securities for purposes of Section 16.

3. These shares are held by Vector Later-Stage Equity Fund II, L.P. ("Vector"). According to information provided by Vector, Mr. Phillips could be deemed to have shared voting and dispositive power with respect to the shares of stock held by Vector. However, Mr. Phillips disclaims beneficial ownership except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed to be an admission that he is the beneficial owner of these securities for purposes of Section 16.

Remarks:

Exhibit List - Exhibit 24: Power of Attorney

	s/ Michelle Meyers, by power of attorney	02/17/2006
	** 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).
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