TALPHERA, INC. — Director's Dealing 2011

Mar 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACELRX PHARMACEUTICALS INC (ACRX)
CIK: 0001427925
Period of Report: 2011-03-02

Reporting Person: Palmer Pamela P (Director, Chief Medical Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-02	Common Stock	A	67594	$0.00	Acquired	317594	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-02	Stock Option (Right to Buy)	$3.45	A	75000	Acquired	2021-03-01	Common Stock (75000)	Direct
2011-03-02	Stock Option (Right to Buy)	$3.45	A	25000	Acquired	2021-03-01	Common Stock (25000)	Direct

Footnotes

F1: Issued pursuant to the 2011 Equity Incentive Plan.

F2: The shares subject to the option vest as follows: 25% of the shares subject to the option vest on the 12 month anniversary of the Vesting Commencement Date (March 2, 2011) and the remaining shares subject to the stock option vest on an equal monthly basis over the following 36 months.

F3: The shares have double-trigger acceleration on a change of control.