TALPHERA, INC. — Director's Dealing 2013

Sep 23, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACELRX PHARMACEUTICALS INC (ACRX)
CIK: 0001427925
Period of Report: 2013-09-19

Reporting Person: NOHRA GUY P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-19	Common Stock	S	61634	$10.2127	Disposed	2604493	Indirect
2013-09-20	Common Stock	S	96519	$10.8386	Disposed	2507974	Indirect

Footnotes

F1: The shares reported hereby were sold pursuant to a Rule 10b5-1 plan adopted by Alta on September 6, 2013, which represents the sale of all remaining shares covered by the plan.

F2: The price reported in Column 4 is a weighted average price. The range of sale prices for the transactions reported was $10.10 to $10.40 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F3: The shares are owned by ACP IV, L.P. ("ACPIV"). ACMP IV, LLC (the "General Partner") serves as the general partner of ACPIV, L.P. and possesses power to direct the voting and disposition of the shares owned by ACPIV and may be deemed to have indirect beneficial ownership of the shares held by ACPIV. The General Partner owns no securities of the Issuer directly. The Reporting Person is a member of the General Partner. As such, the Reporting Person shares voting and investment power over the shares held by ACPIV. The Reporting Person disclaims beneficial ownership of the shares held by ACP IV except to the extent of his proportionate pecuniary interest therein.

F4: The price reported in Column 4 is a weighted average price. The range of sale prices for the transactions reported was $10.48 to $11.14 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.