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 *
Lutz Steven Michael
  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)
Executive Vice President
(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
Common Stock 10/31/2008   A   677,348 A (1) 677,348 I By Lutz Family Limited Partnership (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Purchase Common Stock (Right to Buy) $ 1.06 10/31/2008   A   5,952     (3) 07/01/2015 Common Stock 5,952 (4) 5,952 D  
Option to Purchase Common Stock (Right to Buy) $ 0.43 10/31/2008   A   35,712     (5) 02/23/2016 Common Stock 35,712 (6) 41,664 D  
Option to Purchase Common Stock (Right to Buy) $ 1.77 10/31/2008   A   178,562     (7) 03/16/2017 Common Stock 178,562 (8) 220,226 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) 244,034 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Lutz Steven Michael
C/O CORNERSTONE THERAPEUTICS INC.
2000 REGENCY PARKWAY SUITE 255
CARY, NC 27518
      Executive Vice President  

Signatures

 /s/ David Price, attorney in fact for Steven M. Lutz 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 exchange for 2,845,000 shares of Cornerstone BioPharma Holdings, Inc. ("CBPHI") common stock in connection with the merger of Neptune Acquisition Corp., a wholly owned subsidiary of Critical Therapeutics, Inc., into CBPHI (the "Merger") based on an exchange ratio of 0.2380837.
(2) The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
(3) 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.
(4) Received in the Merger in exchange for stock options to acquire 25,000 shares of CBPHI common stock for $0.25 per share based on an exchange ratio of 0.2380837.
(5) The vesting schedule for this option award is 25% on February 23, 2007, 25% on February 23, 2008, 25% on February 23, 2009, and 25% on February 23, 2010.
(6) 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.
(7) 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.
(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.

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