TALPHERA, INC. — Director's Dealing 2012

Dec 13, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ACELRX PHARMACEUTICALS INC (ACRX)
CIK: 0001427925
Period of Report: 2012-12-07

Reporting Person: PERCEPTIVE ADVISORS LLC (10% Owner)
Reporting Person: PERCEPTIVE LIFE SCIENCES MASTER FUND LTD (10% Owner)
Reporting Person: EDELMAN JOSEPH (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5008400	Indirect

Footnotes

F1: This Form 3 is being filed by Perceptive Life Science Master Fund Ltd. (the "Master Fund"), Perceptive Advisors LLC (the "Advisor") and Joseph Edelman. The Advisor serves as the investment manager of Master Fund. Mr. Edelman is the managing member of the Advisor.

F2: This amount reflects the amount of securities held by the Master Fund immediately following the transaction requiring the filing of this statement. In accordance with Instruction 5(b)(iv) of Form 3, the entire amount of the Issuer's securities held by Master Fund is reported herein. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.