TALPHERA, INC. — Director's Dealing 2021

Mar 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACELRX PHARMACEUTICALS INC (ACRX)
CIK: 0001427925
Period of Report: 2021-03-03

Reporting Person: Dasu Badri N (Chief Engineering Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-03	Common Stock	A	50000	$0.00	Acquired	204757	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-03	Stock Option (Right to Buy)	$1.88	A	100000	Acquired	2031-03-03	Common Stock (100000)	Direct
2021-03-03	Stock Option (Right to Buy)	$1.88	A	50000	Acquired	2031-03-03	Common Stock (50000)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

F2: The restricted stock units shall vest in three equal consecutive annual installments on March 3, 2022, March 3, 2023 and March 3, 2024.

F3: Balance includes the acquisition of 10,000 shares of Common Stock through the Company's Employee Stock Purchase Plan.

F4: The shares subject to the option vest as follows: 25% of the shares subject to the option vest on the 12 month anniversary of the date of grant and the remaining shares subject to the option vest on an equal monthly basis over the following 36 months.

F5: On March 3, 2021, the Reporting Person was granted performance options subject to the satisfaction of share price targets over a performance period from March 3, 2021 to December 31, 2024 (the "Performance Period"), as determined by the Compensation Committee (the "Committee") of the Company's Board of Directors.

F6: The performance options shall be earned as follows: (i) 33% of the performance options if the Company's average closing stock price measured over a period of thirty consecutive trading days within the Performance Period equals or exceeds $4.00, (ii) an additional 33% of the performance options if the Company's average closing stock price measured over a period of thirty consecutive trading days within the Performance Period equals or exceeds $5.00, and (iii) 34% of the performance options if the Company's average closing stock price measured over a period of thirty consecutive trading days within the Performance Period equals or exceeds $6.00. Once earned, the performance options will vest on the one-year anniversary of the date on which the Committee certified achievement of an applicable price target, so long as the reporting person remains in continuous service through such applicable vesting date.