TALPHERA, INC. — Director's Dealing 2013

Sep 18, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACELRX PHARMACEUTICALS INC (ACRX)
CIK: 0001427925
Period of Report: 2013-09-16

Reporting Person: NOHRA GUY P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-16	Common Stock	S	16398	$10.7465	Disposed	2778509	Indirect
2013-09-17	Common Stock	S	49921	$10.4787	Disposed	2728588	Indirect
2013-09-18	Common Stock	S	62461	$10.2861	Disposed	2666127	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 6, 2013.

F2: The price reported in Column 4 is a weighted average price. The range of sale prices for the transactions reported was $10.56 to $10.87 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 $10.41 to $10.70 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.

F5: The price reported in Column 4 is a weighted average price. The range of sale prices for the transactions reported was $10.24 to $10.44 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.