TALPHERA, INC. — Director's Dealing 2011

Feb 10, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ACELRX PHARMACEUTICALS INC (ACRX)
CIK: 0001427925
Period of Report: 2011-02-10

Reporting Person: Skyline Venture Management IV, LLC (10% Owner)
Reporting Person: Skyline Venture Partners Qualified Purchaser Fund IV L P (10% Owner)
Reporting Person: HOFFMAN STEPHEN J (Director, 10% Owner)
Reporting Person: KANEKO YASUNORI (10% Owner)
Reporting Person: Freund John Gordon (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (500000)		Indirect
Series B Convertible Preferred Stock	$		Common Stock (312500)		Indirect
Series C Convertible Preferred Stock	$		Common Stock (915798)		Indirect
Warrant to Purchase Series C Convertible Preferred Stock	$		Series C Preferred Stock (125386)		Indirect
Convertible Promissory Note	$		Common Stock ()		Indirect

Footnotes

F1: Immediately convertible into shares of the Issuer's common stock.

F2: These shares have no expiration date.

F3: Reflects a 1-for-4 reverse stock split of the Company's issued an outstanding securities effective January 28, 2011.

F4: The shares will automatically convert into 682,904 shares of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering.

F5: The shares are held by Skyline Venture Partners Qualified Purchaser Fund IV, L.P. John G. Freund and Yasunori Kaneko are the Managing Members of Skyline Venture Management IV, LLC, which is the general partner of Skyline Venture Partners Qualified Purchaser Fund IV, L.P., and as such Drs. Freund and Kaneko may be deemed to share voting and dispositive power with respect to all shares of common stock held by Skyline Venture Partners Qualified Purchaser Fund IV, L.P. Stephen Hoffman, one of the Company's directors, is a Managing Director of Skyline Ventures and as such may be deemed to share voting and dispositive power with respect to all shares of common stock held by Skyline Venture Partners Qualified Purchasers Fund IV, L.P. Each of Drs. Freund, Kaneko and Hoffman disclaims beneficial ownership of such shares.

F6: The shares will automatically convert into 468,664 shares of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering.

F7: Automatically converts into common stock on a one-for-one basis upon the closing of the Issuer's initial public offering.

F8: Exercisable contingent upon and effective immediately prior to the closing of the Issuer's initial public offering.

F9: Pursuant to its terms, the warrant shall terminate at the closing of the Issuer's initial 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. In the event the Issuer's public offering does no occur, the warrant shall terminate on September 14, 2017, unless earlier terminated in accordance with its terms, in a liquidation or change of control transaction.

F10: The exercise price per share is $3.9428.

F11: Principal amount of $1,977,503.11, plus interest accrued at the rate of 4.0% per annum shall convert automatically upon the closing of the Issuer's initial public offering into shares of common stock at a conversion price of 80.0% of the per share price of the common stock sold in the Issuer's initial public offering.