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Filing Details

Accession Number:: 0001181431-11-011594
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-02-18 18:37:32
Reporting Period:: 2011-02-16

Filing Date:: 2011-02-18
Accepted Time:: 2011-02-18 18:37:32
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
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
1269801	Three Arch Partners Iv Lp		No	No	Yes	No
1276986	Three Arch Associates Iv Lp	3200 Alpine Road Portola Valley CA 94028	No	No	Yes	No
1365429	Three Arch Management Iv, L.l.c.	3200 Alpine Road Portola Valley CA 94028	No	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	13,277	$0.00	13,277	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	601,335	$0.00	601,335	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	10,630	$0.00	23,907	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	481,465	$0.00	1,082,800	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	18,928	$0.00	42,835	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	857,241	$0.00	1,940,041	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	11,492	$0.00	54,327	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	520,510	$0.00	2,460,551	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	605	$0.00	54,932	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	27,440	$0.00	2,487,991	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	27,863	$5.00	82,795	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2011-02-16	1,261,927	$5.00	3,749,918	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

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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	9,721	$0.00	13,277	$0.00
Common Stock	Series A Convertible Preferred Stock	Disposition	2011-02-16	440,278	$0.00	601,335	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2011-02-16	7,088	$0.00	10,630	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2011-02-16	321,036	$0.00	481,465	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2011-02-16	18,928	$0.00	18,928	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2011-02-16	857,241	$0.00	857,241	$0.00
Common Stock	Convertible Promissory Note	Disposition	2011-02-16	0	$0.00	10,419	$0.00
Common Stock	Convertible Promissory Note	Disposition	2011-02-16	0	$0.00	471,905	$0.00
Series C Preferred Stock	Warrant to purchase Series C Convertible Preferred Stock	Disposition	2011-02-16	2,597	$0.00	2,597	$0.00
Common Stock	Series C Convertible Preferred Stock	Acquisiton	2011-02-16	2,597	$0.00	2,597	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2011-02-16	2,048	$0.00	2,048	$5.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2011-02-16	549	$0.00	549	$0.00
Series C Preferred Stock	Warrant to purchase Series C Convertible Preferred Stock	Disposition	2011-02-16	117,661	$0.00	117,661	$0.00
Common Stock	Series C Convertible Preferred Stock	Acquisiton	2011-02-16	117,661	$0.00	117,661	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2011-02-16	92,783	$0.00	92,783	$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
2,597	No	4	X	Indirect
549	No	4	S	Indirect
0	No	4	C	Indirect
0	No	4	X	Indirect
117,661	No	4	X	Indirect
24,878	No	4	S	Indirect

Footnotes

The shares reflect the automatic conversion of 9,721 shares of the Issuer's Series A Convertible Preferred Stock for 13,277 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 IV, L.P. The voting and dispositive decisions with respect to the shares held by Three Arch Associates IV, L.P., are made by the following Managing Members of its general partner Three Arch Management IV, L.L.C.: Mark Wan and Wilfred Jaeger, each of whom disclaims beneficial ownership of such shares.
The shares reflect the automatic conversion of 440,278 shares of the Issuer's Series A Convertible Preferred Stock for 601,335 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 IV, L.P. The voting and dispositive decisions with respect to the shares held by Three Arch Partners IV, L.P., are made by the following Managing Members of its general partner Three Arch Management IV, L.L.C.: Mark Wan and Wilfred Jaeger, each of whom disclaims beneficial ownership of such shares.
The shares reflect the automatic conversion of 7,088 shares of the Issuer's Series B Convertible Preferred Stock for 10,630 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 321,036 shares of the Issuer's Series B Convertible Preferred Stock for 481,465 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 $45,971.78 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 $2,082,045.53 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 $41,679.02 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 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 $1,887,621.87 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 549 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 24,878 shares of Series C Convertible Preferred Stock of the Issuer.