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

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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^*

RUBIN PAUL D

(Last)

(First)

(Middle)

C/O CRITICAL THERAPEUTICS, INC.

60 WESTVIEW STREET

(Street)

LEXINGTON

02421

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/03/2004

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 Stock⁽¹⁾	01/21/2004		M		13,332	A	$0.375	13,332	D
Common Stock	01/21/2004		G	V	6,666⁽²⁾	D	$0	6,666	D
Common Stock	01/21/2004		G	V	6,666⁽²⁾	A	$0	6,666	I	Held by daughter⁽²⁾
Common Stock	01/21/2004		G	V	6,666	D	$0	0	D
Common Stock⁽¹⁾	02/02/2004		M		89,196	A	$0.375	89,196	D
Common Stock⁽¹⁾	02/02/2004		M		4,136	A	$1.05	93,332	D
Common Stock	02/02/2004		G	V	21,000	D	$0	72,332	D
Common Stock	02/02/2004		G	V	21,000	D	$0	51,332	D
Common Stock	02/02/2004		G	V	51,332⁽³⁾	D	$0	0	D
Common Stock	02/02/2004		G	V	51,332⁽³⁾	A	$0	57,998	I	Held by GRAT⁽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)
Options to Purchase⁽¹⁾	$1.05	12/19/2003		A		502,841		⁽⁴⁾	12/19/2013	Common Stock	502,841	⁽⁵⁾	502,841	D
Options to Purchase⁽¹⁾	$0.375	01/21/2004		M			13,332	⁽⁶⁾	10/09/2012	Common Stock	13,332	⁽⁵⁾	276,161	D
Options to Purchase⁽¹⁾	$0.375	02/02/2004		M			89,196	⁽⁶⁾	10/09/2012	Common Stock	89,196	⁽⁵⁾	186,965	D
Options to Purchase⁽¹⁾	$1.05	02/02/2004		M			4,136	⁽⁴⁾	12/19/2013	Common Stock	4,136	⁽⁵⁾	498,705	D
Series B Convertible Preferred Stock⁽¹⁾	⁽⁷⁾	03/05/2004		P		28,571		⁽⁸⁾	⁽⁸⁾	Common Stock	7,618	$1.4	57,142	D

Explanation of Responses:

1. These securities transactions were unintentionally omitted on the Form 4 of the reporting person.

2. These shares were a gift to the reporting person's daughter who shares the reporting person's household. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary intertest therein. This report should not be deemed an admission that the reporting person is the beneficial owner of his daughter's shares for purposes of Section 16 or for any other purpose.

3. These shares were transferred to The Paul D. Rubin GRAT 2004, for which the reporting person?s wife serves as a co-trustee for the benefit of the reporting person's descendants. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary intertest therein. This report should not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

4. One-quarter of the options to purchase 502,841 shares of Common Stock of the Issuer vested on December 19, 2003. An additional one-quarter of such options vest under a schedule providing for one-quarter to become exercisable on December 19, 2004 and three-quarters to become exercisable in 36 equal monthly installments beginning one month thereafter. The remainder of such options vest in four equal annual installments on each of December 31, 2004, 2005, 2006 and 2007.

5. Not applicable.

6. Of the original options granted to purchase 289,493 shares of Common Stock of the Issuer, one-quarter of such options vested on July 29, 2003. The remainder of such options began vesting in 36 successive, equal monthly installments on August 29, 2003.

7. The Series B Convertible Preferred Stock converted into Common Stock of the Issuer on a one-for-3.75 basis upon the closing of the Issuer's initial public offering.

8. These shares were immediately convertible into Common Stock of the Issuer. They had no expiration date.

Remarks:

The share numbers and prices set forth in this report reflect the one-for-3.75 reverse stock split of the Common Stock of the Issuer effected on May 20, 2004.

	/s/ Trevor Phillips, Attorney-in-Fact	06/28/2004
	** 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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