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Filing Details

Accession Number:: 0001209191-11-011318
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-02-18 17:48:16
Reporting Period:: 2011-02-16

Filing Date:: 2011-02-18
Accepted Time:: 2011-02-18 17:48:16
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1427925	Acelrx Pharmaceuticals Inc	ACRX	Pharmaceutical Preparations (2834)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1198330	P Guy Nohra	One Embarcadero Center, Suite 3700 San Francisco CA 94111		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2011-02-16	682,904	$0.00	682,904	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	328,064	$0.00	1,010,968	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	810,129	$0.00	1,821,097	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	279,097	$0.00	2,100,194	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	14,713	$0.00	2,114,897	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	680,000	$5.00	2,794,907	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	P	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Convertible Preferred Stock	Disposition	2011-02-16	500,000	$0.00	682,904	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2011-02-16	218,750	$0.00	328,064	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2011-02-16	810,129	$0.00	810,129	$0.00
Common Stock	Convertible Promissory Note	Disposition	2011-02-16	0	$0.00	163,914	$0.00
Series C Preferred	Warrant to Purchase Series C Preferred Stock	Disposition	2011-02-16	40,865	$0.00	40,865	$0.00
Common Stock	Convertible Promissory Note	Disposition	2011-02-16	0	$0.00	279,097	$0.00
Series C Preferred	Warrant to Purchase Series C Preferred Stock	Disposition	2011-02-16	69,588	$0.00	69,588	$0.00
Common Stock	Series C Convertible Preferred Stock	Acquisiton	2011-02-16	69,588	$0.00	69,588	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2011-02-16	54,875	$5.00	54,875	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2011-02-16	14,713	$0.00	14,713	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	J	Indirect
69,588	No	4	J	Indirect
0	No	4	C	Indirect
0	No	4	X	Indirect
0	No	4	X	Indirect
14,713	No	4	S	Indirect
0	No	4	C	Indirect

Footnotes

The shares reflect the automatic conversion of 500,000 shares of the Issuer's Series A Preferred Stock for 682,904 shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering.
These shares are held by ACP IV, LP ("ACPIV"). Guy Nohra, a Director of the Issuer, is also a Director of ACMP IV, LLC ("ACMPIV"), which is the general partner of ACPIV. Mr. Nohra may be deemed to share voting and dispositive power with respect to all securities of the Issuer held by ACPIV with the directors of ACMPIV but disclaims beneficial ownership of such securities except to the extent of his proportionate pecuniary interest therein.
The shares reflect the automatic conversion of 218,750 shares of Series B Preferred Stock for 328,064 shares of Common Stock immediately prior to the closing of the Issuer's initial public offering.
The shares reflect the automatic conversion of shares of the Issuer's Series C Preferred Stock into Common Stock on a one-to-one basis upon the closing of the Issuer's initial public offering.
Notes and accrued interest in the aggregate of $1,116,388.59 converted automatically upon the closing of the Issuer's initial public offering into shares of Common Stock at a conversion price of $4.00, which is 80% of the per share price of the Common Stock sold in the Issuer's initial public offering.
Immediately convertible into shares of the Issuer's Common Stock.
These shares have no expiration date.
Pursuant to Note and Warrant Transfer Agreement dated February 16, 2011, ACP IV, L.P. transferred (i)a convertible promissory note in the amount of $655,656.79 including accrued interest and (ii)an associated warrant to purchase preferred stock on the Issuer, exercisable into 40,865 shares of Series C Preferred Stock.
Principal amount plus interest converts automatically upon the closing of the Issuer's initial public offering into shares of Common Stock at a conversion price of $4.00, which is 80% of the per share price of the Common Stock sold in the Issuer's initial public offering.
The exercise price is $3.9428 per share and immediately exercisable prior to and contingent upon the closing of the Issuer's initial public offering.
Pursuant to its terms, the warrant would terminate at the closing of the Issuer's initial public offering. In the event the Issuer's public offering did not occur, the warrant would have terminated on September 14, 2017, unless earlier terminated in accordance with its terms, in a liquidation or change of control transaction.
Pursuant to its terms, the warrant would terminate at the closing of the Issuer's intial public offering. Holder has elected to net exercise the warrants contingent upon and effective immediately prior to the closing of the Issuer's initial public offering of common stock.
These shares reflect the net exercise of the Series C warrant pursuant to the terms of the warrant into 14,713 shares of the Issuer's Series C Preferred Stock.