TALPHERA, INC. — Director's Dealing 2013

Nov 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACELRX PHARMACEUTICALS INC (ACRX)
CIK: 0001427925
Period of Report: 2013-11-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-04	Common Stock	P	98175	$6.8804	Acquired	6317235	Indirect
2013-11-04	Common Stock	P	6825	$6.8804	Acquired	6324060	Indirect
2013-11-04	Common Stock	P	46750	$6.837	Acquired	6370810	Indirect
2013-11-04	Common Stock	P	3250	$6.837	Acquired	6374060	Indirect

Footnotes

F1: This Form 4 is being filed by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"), Perceptive Advisors LLC (the "Advisor") and Joseph Edelman. The Advisor serves as investment manager to the Master Fund and to a managed account (the "Managed Account") for BioEdelman LLC, an entity directly owned by Mr. Edelman. Mr. Edelman is the managing member of the Advisor.

F2: This transaction reflects the purchase of securities by the Advisor on behalf of the Master Fund.

F3: This amount reflects the total amount of securities held by the Master Fund and the Managed Account immediately following the transaction requiring the filing of this statement. In accordance with Instruction 5(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Master Fund and the Managed Account 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 Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.