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* 14159 capital (GP), LLC (Last) (First) (Middle) 667 MADISON AVENUE, 17TH FLOOR (Street) NEW YORK NY US 10021 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AP PHARMA INC /DE/ [ APPA ]	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) 04/24/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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)
			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
Senior Secured Convertible Notes due 2021(1)(2)	$0.04	04/24/2011		P		5,400		(4)	(5)	Common Stock	135,000(7)	$5,400	5,400	I	Through Partnership(3)
Rights to Purchase Senior Secured Convertible Notes due 2021	$1,000(8)	04/24/2011		P		10,800		(4)	(6)	Senior Secured Convertible Notes due 2021(9)(7)	10,800(9)(7)	$0	10,800	I	Through Partnership(3)

1. Name and Address of Reporting Person* 14159 capital (GP), LLC (Last) (First) (Middle) 667 MADISON AVENUE, 17TH FLOOR (Street) NEW YORK NY US 10021 (City) (State) (Zip)

1. Name and Address of Reporting Person* BAKER JULIAN (Last) (First) (Middle) 667 MADISON AVENUE, 17TH FLOOR (Street) NEW YORK NY US 10021 (City) (State) (Zip)

1. Name and Address of Reporting Person* BAKER FELIX (Last) (First) (Middle) 667 MADISON AVENUE, 17TH FLOOR (Street) NEW YORK NY US 10021 (City) (State) (Zip)

Explanation of Responses:

1. In addition to 14159 Capital (GP), LLC, this Form 4 is being filed jointly by Julian C. Baker and Felix J. Baker, each of whom has the same business address as 14159 Capital (GP), LLC and may be deemed to have a pecuniary interest in securities owned by it. Because of certain relationships with other security holders of the Issuer, the Reporting Persons are filing solely for informational purposes as if they were a member of a group of such shareholders. (Continued in footnote 2).

2. However, the Reporting Persons disclaim that they and any other person or persons, in fact constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or Rule 13d-5 thereunder or that they are the beneficial owners of securities owned by any such other persons, and each of them disclaims beneficial ownership of securities reported herein except to the extent of their pecuniary interest, if any, therein.

3. Represents securities owned directly by 14159, L.P., the sole general partner of which is 14159 Capital, L.P., a limited partnership the sole general partner of which is 14159 Capital (GP),LLC. Julian C. Baker and Felix J. Baker are controlling members of 14159 Capital (GP), LLC.

4. The closing date of the purchase of the Senior Secured Convertible Notes due 2021.

5. The date that is 10 years following the closing date of the purchase of the Senior Secured Convertible Notes due 2021.

6. The date that is 2 years following the closing date of the purchase of the Senior Secured Convertible Notes due 2021.

7. 14159, L.P. does not have the right to convert any portion of any Senior Secured Convertible Notes due 2021, to the extent that after giving effect to such conversion, 14159, L.P. (together with its affiliates) would beneficially own in excess of 9.99% (subject to change as described in the note) of the number of shares of common stock outstanding immediately after giving effect to such conversion.

8. The exercise price to purchase the Senior Secured Convertible Notes due 2021 represented by the Rights is $1,000 for each $1,000 principal amount of the Senior Secured Convertible Notes due 2011 purchased upon exercise.

9. The Senior Secured Convertible Notes due 2021 underlying the Rights are convertible, at a conversion price of $0.04 per share, into an aggregate of 270,000 shares of Common Stock of the Issuer.

	/s/ Julian C. Baker, as Managing Member of 14159 Capital (GP), LLC	04/26/2011
	/s/ Julian C. Baker	04/26/2011
	/s/ Felix J. Baker	04/26/2011
	** 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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