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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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OMB Number: 3235-0287
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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*
TAYLOR ARTHUR T
(Last) (First) (Middle)
A.P. PHARMA, INC.
123 SAGINAW DRIVE
(Street)
REDWOOD CITY CA 94063
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/23/2007
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)
Code V Amount (A) or (D) Price
Common Stock 05/23/2007 A 12,000(1) A $0.01 12,000 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $0.75 05/23/2007 A(2) 10,000 05/23/2008 05/23/2017 Common Stock 10,000 $0 10,000 D
Explanation of Responses:
1. Restricted Stock Award.
2. Grant fully vests on May 23, 2008
By: Attorney-in-fact For: Arthur Taylor 05/25/2007
** 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.
                     POWER OF ATTORNEY

Know all by these present, that the undersigned hereby
constitutes and appoints Jessica Hickman, the undersigned's true
and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the
    undersigned's capacity as an officer and/or director of A.P.
    Pharma, Inc., Forms 3, 4, and 5 in accordance with Section
    16(a) of the Securities Exchange Act of 1934 and the rules
    thereunder;

(2) do and perform any and all acts for and on behalf of the
    undersigned which may be necessary or desirable to complete
    and execute any such Form 3, 4, 5, complete and execute any
    amendment or amendments thereto, and timely file such form
    with the United States Securities and Exchange Commission
    and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection
    with the foregoing which, in the opinion of such attorney-
    in-fact, may be of benefit to, in the best interest of, or
    legally required by, the undersigned, it being understood
    that the documents executed by such attorney-in-fact on
    behalf of the undersigned pursuant to this Power of Attorney
    shall be in such form and shall contain such terms and
    conditions as such attorney-in-fact may approve in such
    attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and
thing whatsoever requisite, necessary, or proper to be done in
the exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution
or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 16
of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4
and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 14th day of March, 2007.

                            /S/ Arthur Taylor
                            ----------------------
                              Signature

                             Arthur Taylor
                             ------------------
                             Printed Name