TALPHERA, INC. — Director's Dealing 2014

Mar 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACELRX PHARMACEUTICALS INC (ACRX)
CIK: 0001427925
Period of Report: 2014-03-07

Reporting Person: WAN MARK A (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-07	Common Stock	S	46661	$12.3882	Disposed	3658051	Indirect
2014-03-07	Common Stock	S	12186	$11.96	Disposed	3645865	Indirect
2014-03-10	Common Stock	S	298508	$12.36	Disposed	3347357	Indirect
2014-03-07	Common Stock	S	2508	$12.3882	Disposed	196666	Indirect
2014-03-07	Common Stock	S	655	$11.96	Disposed	196011	Indirect
2014-03-10	Common Stock	S	16049	$12.36	Disposed	179962	Indirect
2014-03-07	Common Stock	S	79645	$12.3882	Disposed	6243889	Indirect
2014-03-07	Common Stock	S	20800	$11.96	Disposed	6223089	Indirect
2014-03-10	Common Stock	S	509520	$12.36	Disposed	5713569	Indirect
2014-03-07	Common Stock	S	1759	$12.3882	Disposed	137862	Indirect
2014-03-07	Common Stock	S	459	$11.96	Disposed	137403	Indirect
2014-03-10	Common Stock	S	11250	$12.36	Disposed	126153	Indirect

Footnotes

F1: The shares are owned directly 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 held 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 owned directly 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 held 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 owned directly 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 held 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 owned directly 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 held 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.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.07 to $13.05, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.90 to $12.01, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.