SEC FORM 4/A

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Arcadia Capital Advisors, LLC

(Last)

(First)

(Middle)

175 GREAT NECK ROAD, SUITE 406

(Street)

GREAT NECK

11021

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CPEX Pharmaceuticals, Inc. [ CPEX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/30/2009

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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 Stock, par value $0.01	12/28/2009		P		20,657⁽¹⁾⁽²⁾	A	$10.85	86,657⁽¹⁾⁽²⁾	I	By Arcadia Opportunity Master Fund, Ltd.⁽¹⁾⁽²⁾
Common Stock, par value $0.01	12/29/2009		P		5,700⁽¹⁾⁽²⁾	A	$11	92,357⁽¹⁾⁽²⁾	I	By Arcadia Opportunity Master Fund, Ltd.⁽¹⁾⁽²⁾
Common Stock, par value $0.01	12/30/2009		P		58⁽³⁾	A	$11.09	210,058⁽³⁾	D
Common Stock, par value $0.01	12/30/2009		P		100⁽³⁾	A	$11	210,158⁽³⁾	D

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)

1. Name and Address of Reporting Person^*

Arcadia Capital Advisors, LLC

(Last)

(First)

(Middle)

175 GREAT NECK ROAD, SUITE 406

(Street)

GREAT NECK

11021

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Arcadia Opportunity Master Fund, LTD

(Last)

(First)

(Middle)

175 GREAT NECK ROAD, SUITE 406

(Street)

GREAT NECK

11021

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MD Sass Finstrat Arcadia Capital Holdings, LLC

(Last)

(First)

(Middle)

175 GREAT NECK ROAD, SUITE 406

(Street)

GREAT NECK

11021

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Rofe Richard S

(Last)

(First)

(Middle)

175 GREAT NECK ROAD, SUITE 406

(Street)

GREAT NECK

11021

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Frank James S

(Last)

(First)

(Middle)

175 GREAT NECK ROAD, SUITE 406

(Street)

GREAT NECK

11021

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. These securities are owned solely and directly by Arcadia Opportunity Master Fund, Ltd. (the "Fund"), which is a member of a "group" with Mr. James Frank for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Arcadia Capital Advisors, LLC, a Delaware limited liability company, is the investment manager ("Investment Manager") of the Fund and has discretionary investment authority over the Fund's assets. The managing member of the Investment Manager is M.D. Sass FinStrat Arcadia Capital Holdings, LLC (the "Managing Member").

2. (Continued from Footnote 1) Richard Rof? is the managing director and a principal of the Investment Manager and serves as the portfolio manager of the Fund, subject to the oversight of the Managing Member and the Investment Manager. All Reporting Persons (other than the Fund) disclaim beneficial ownership of these securities, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act or for any other purpose.

3. These securities are owned solely and directly by Mr. James Frank, who is a member of a "group" with the other Reporting Persons for purposes of Section 13(d) of the Exchange Act.

Remarks:

This Form 4/A amends and restates in its entirety the Form 4 originally filed on December 30, 2009 by the Investment Manager (the "Original Form 4"), and now adds each of the Fund, the Managing Member, Mr. Richard Rof? and Mr. James Frank as an independent reporting person (each now having obtained the requisite EDGAR codes from the Securities and Exchange Commission). The information reported in the Original Form 4 has not otherwise changed.

	/s/ Richard Rof? (for himself, the Fund and the Investment Manager)	01/07/2010
	/s/ James Frank (for himself)	01/07/2010
	/s/ Phil Sivin (for the Managing Member)	01/07/2010
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.