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: WAN MARK A (Director, 10% Owner)
Reporting Person: JAEGER WILFRED E (10% Owner)
Reporting Person: THREE ARCH PARTNERS III LP (10% Owner)
Reporting Person: THREE ARCH ASSOCIATES III LP (10% Owner)
Reporting Person: THREE ARCH PARTNERS L P (10% Owner)
Reporting Person: THREE ARCH ASSOCIATES L P (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-29	Common Stock	P	67543	$3.40	Acquired	3704712	Indirect
2012-05-29	Common Stock	P	3631	$3.40	Acquired	199174	Indirect
2012-05-29	Common Stock	P	208911	$3.40	Acquired	3958829	Indirect
2012-05-29	Common Stock	P	4613	$3.40	Acquired	87408	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	60789	Acquired	2017-11-29	Common Stock (60789)	Indirect
2012-05-29	Warrant to purchase Common Stock	$3.40	P	3268	Acquired	2017-11-29	Common Stock (3268)	Indirect
2012-05-29	Warrant to purchase Common Stock	$3.40	P	188020	Acquired	2017-11-29	Common Stock (188020)	Indirect
2012-05-29	Warrant to purchase Common Stock	$3.40	P	4151	Acquired	2017-11-29	Common Stock (4151)	Indirect

Footnotes

F1: The shares are held by Three Arch Partners III, L.P. ("TAP III"). Three Arch Management III, L.L.C. ("TAM III"), the general partner of TAP III, has sole voting and dispositive power with respect to the securities held by TAP III. Mark A. Wan and Wilfred Jaeger, the managing members of TAM III, share the voting and dispositive power with respect to the shares hld by TAP III. Such persons and entities disclaim beneficial ownership of the shares held by TAP III except to the extent of any pecuniary interest therein.

F2: The shares are held by Three Arch Associates III, L.P. ("TAA III"). TAM III, the general partner of TAA III, has sole voting and dispositive power with respect to the securities held by TAA III. Mark A. Wan and Wilfred Jaeger, the managing members of TAM III, share the voting and dispositive power with respect to the shares hld by TAA III. Such persons and entities disclaim beneficial ownership of the shares held by TAA III except to the extent of any pecuniary interest therein.

F3: The shares are held by Three Arch Partners IV, L.P. ("TAP IV"). Three Arch Management IV, L.L.C. ("TAM IV"), the general partner of TAP IV, has sole voting and dispositive power with respect to the securities held by TAP IV. Mark A. Wan and Wilfred Jaeger, the managing members of TAM IV, share the voting and dispositive power with respect to the shares hld by TAP IV. Such persons and entities disclaim beneficial ownership of the shares held by TAP IV except to the extent of any pecuniary interest therein.

F4: The shares are held by Three Arch Associates IV, L.P. ("TAA IV"). TAM IV, the general partner of TAA IV, has sole voting and dispositive power with respect to the securities held by TAA IV. Mark A. Wan and Wilfred Jaeger, the managing members of TAM IV, share the voting and dispositive power with respect to the shares hld by TAA IV. Such persons and entities disclaim beneficial ownership of the shares held by TAA IV except to the extent of any pecuniary interest therein.