TALPHERA, INC. — Director's Dealing 2011

Feb 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACELRX PHARMACEUTICALS INC (ACRX)
CIK: 0001427925
Period of Report: 2011-02-16

Reporting Person: SCHRECK THOMAS A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-16	Common Stock	C	41800	—	Acquired	41800	Direct
2011-02-16	Common Stock	C	13932	—	Acquired	13932	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-16	Series A Convertible Preferred Stock	$	C	30605	Disposed		Common Stock (41800)	Direct
2011-02-16	Series A Convertible Preferred Stock	$	C	10201	Disposed		Common Stock (13932)	Indirect

Footnotes

F1: The shares reflect the automatic conversion of 30,605 shares of the Issuer's Series A Preferred Stock for 41,800 shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering.

F2: The shares reflect the automatic conversion of 10,201 shares of the Issuer's Series A Preferred Stock for 13,932 shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering.

F3: The shares are held in trust for Mr. Schreck's children. Mr. Schreck disclaims beneficial ownership of the shares.

F4: Immediately convertible into shares of the Issuer's common stock.

F5: These shares have no expiration date.