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: ACP IV, L.P. (10% Owner)
Reporting Person: JANNEY DANIEL (10% Owner)
Reporting Person: DELEAGE JEAN (10% Owner)
Reporting Person: Mack David Henry (10% Owner)
Reporting Person: ACMP IV LLC (10% Owner)
Reporting Person: NOHRA GUY P (Director, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Prefered Stock	$		Common Stock (500000)		Direct
Series B Convertible Preferred Stock	$		Common Stock (218750)		Direct
Series C Convertible Preferred Stock	$		Common Stock (810129)		Direct
Convertible Promissory Notes	$		Common Stock ()		Direct
Warrant to Purchase Series C Convertible Preferred Stock	$3.9428		Series C Convertible Preferred Stock (110457)		Direct

Footnotes

F1: The shares of Series A Convertible Preferred Stock (the "Series A Shares"), the shares of the Series B Convertible Preferred Stock (the "Series B Shares"), and the shares of Series C Convertible Preferred Stock (the "Series C Shares") are immediately convertible into shares of the Issuer's common stock. These shares have no expiration date.

F2: Reflects 1-4 reverse stock split of the Issuer's outstanding securities effective January 28, 2011.

F3: These 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.

F4: ACMP IV, LLC ("ACMPIV") is the general partner of ACP IV, L.P. ("ACPIV"). Jean Deleage, Daniel Janney, David Mack, and Guy Nohra are directors of ACMPIV and may be deemed to share voting and dispositive power with respect to all securities of the Issuer held by ACPIV. Guy Nohra is also a director of the Issuer. Mr. Deleage, Mr. Janney, Mr. Mack, and Mr. Nohra disclaim beneficial ownership of such securities except to the extent of his proportionate pecuniary interest therein.

F5: These shares will automatically convert into 328,064 shares of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering.

F6: These shares shall automatically convert into common stock on a one-to-one basis upon the closing of the Issuer's initial public offering.

F7: Principal amount of $1,742,043.52, plus interest accrued at 4% per annum shall automatically convert into shares of common stock upon the closing of the Issuer's initial public offering at 80% of the initial public offering price per share.

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

F9: Pursuant to its terms, warrant shall terminate at the closing of the Issuer's intial public offering. ACPIV 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 not 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.