TALPHERA, INC. — Director's Dealing 2012

May 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACELRX PHARMACEUTICALS INC (ACRX)
CIK: 0001427925
Period of Report: 2012-05-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-29	Common Stock	P	284698	$3.40	Acquired	4161933	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-29	Warrant to purchase Common Stock	$3.40	P	256228	Acquired	2017-12-01	Common Stock (256228)	Indirect

Footnotes

F1: 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 sole 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 Issuer'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 except to the extent of any pecuniary interest therein.