Home > Insider Trading > Filing (0001181431-11-011588)

Filing Details

Accession Number:: 0001181431-11-011588
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-02-18 18:25:27
Reporting Period:: 2011-02-16

Filing Date:: 2011-02-18
Accepted Time:: 2011-02-18 18:25:27
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	Director	Officer	Large Shareholder	Other
1113520	Three Arch Associates Iii Lp	C/O Three Arch Partners 3200 Alpine Road Portola Valley CA 94028	No	No	Yes	No
1190472	A Mark Wan	C/O Three Arch Partners 3200 Alpine Rd Portola Valley CA 94028	Yes	No	No	No
1190474	E Wilfred Jaeger	C/O Three Arch Partners 3200 Alpine Rd Portola Valley CA 94028	No	No	Yes	No
1256738	Three Arch Management Iii Llc	3200 Alpine Road Portola Valley CA 94028	No	No	Yes	No
1256741	Three Arch Partners Iii Lp		No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

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	31,357	$0.00	31,357	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	583,255	$0.00	583,255	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	25,106	$0.00	56,463	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	466,990	$0.00	1,050,245	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	44,702	$0.00	101,165	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	831,466	$0.00	1,881,711	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	27,142	$0.00	128,307	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	504,860	$0.00	2,386,571	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	1,430	$0.00	129,737	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	26,615	$0.00	2,413,186	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	65,806	$5.00	195,543	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	1,223,983	$5.00	3,637,169	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	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
No	4	P	Indirect	See Footnote

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Convertible Preferred Stock	Disposition	2011-02-16	22,959	$0.00	31,357	$0.00
Common Stock	Series A Convertible Preferred Stock	Disposition	2011-02-16	427,040	$0.00	583,255	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2011-02-16	16,741	$0.00	25,106	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2011-02-16	311,384	$0.00	466,990	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2011-02-16	44,702	$0.00	44,702	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2011-02-16	831,466	$0.00	831,466	$0.00
Common Stock	Convertible Promissory Note	Disposition	2011-02-16	0	$0.00	24,608	$0.00
Common Stock	Convertible Promissory Note	Disposition	2011-02-16	0	$0.00	457,716	$0.00
Series C Preferred Stock	Warrant to purchase Series C Convertible Preferred Stock	Disposition	2011-02-16	6,135	$0.00	6,135	$0.00
Common Stock	Series C Convertible Preferred Stock	Acquisiton	2011-02-16	6,135	$0.00	6,135	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2011-02-16	4,838	$0.00	4,838	$5.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2011-02-16	1,297	$0.00	1,297	$0.00
Series C Preferred Stock	Warrant to purchase Series C Convertible Preferred Stock	Disposition	2011-02-16	114,123	$0.00	114,123	$0.00
Common Stock	Series C Convertible Preferred Stock	Acquisiton	2011-02-16	114,123	$0.00	114,123	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2011-02-16	89,993	$0.00	89,993	$5.00

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	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	X	Indirect
6,135	No	4	X	Indirect
1,297	No	4	S	Indirect
0	No	4	C	Indirect
0	No	4	X	Indirect
114,123	No	4	X	Indirect
24,130	No	4	S	Indirect

Footnotes

The shares reflect the automatic conversion of 22,959 shares of the Issuer's Series A Convertible Preferred Stock for 31,357 shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering.
The shares are held by Three Arch Associates III, L.P. The voting and dispositive decisions with respect to the shares held by Three Arch Associates III, L.P., are made by the following Managing Members of its general partner Three Arch Management III, L.L.C.: Mark Wan and Wilfred Jaeger, each of whom disclaims beneficial ownership of such shares.
The shares reflect the automatic conversion of 427,040 shares of the Issuer's Series A Convertible Preferred Stock for 583,255 shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering.
The shares are held by Three Arch Partners III, L.P. The voting and dispositive decisions with respect to the shares held by Three Arch Partners III, L.P., are made by the following Managing Members of its general partner Three Arch Management III, L.L.C.: Mark Wan and Wilfred Jaeger, each of whom disclaims beneficial ownership of such shares.
The shares reflect the automatic conversion of 16,741 shares of the Issuer's Series B Convertible Preferred Stock for 25,106 shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering.
The shares reflect the automatic conversion of 311,384 shares of the Issuer's Series B Convertible Preferred Stock for 466,990 shares of the Issuer's 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 Convertible Preferred Stock into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering.
Notes and accrued interest in the aggregate of $108,572.10 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 80.0% of the per share price of the Common Stock sold in the Issuer's initial public offering.
Notes and accrued interest in the aggregate of $2,019,445.02 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 80.0% 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.
A note with the principal amount plus accrued interest of $98,433.72 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 of 80.0% of the per share price of the Common Stock sold in the Issuer's initial public offering.
A note with the principal amount plus accrued interest of $1,830,866.97 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 80.0% of the per share price of the Common Stock sold in the Issuer's initial public offering.
The exercise price is $3.942 per share.
Immediately exercisable prior to and contingent upon the closing of the Issuer's initial public offering.
Pursuant to its terms, the warrant was to be terminated at the closing of the Issuer's initial public offering. Holder elected to net exercise the warrants immediately prior to 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.
These shares represent the net exercise of a warrant to purchase Series C Convertible Preferred Stock for an acquisition of 1,297 shares of Series C Convertible Preferred Stock of the Issuer.
These shares represent the net exercise of a warrant to purchase Series C Convertible Preferred Stock for an acquisition of 24,130 shares of Series C Convertible Preferred Stock of the Issuer.