Edgar Filing: DELEAGE JEAN

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ACP IV, L.P.

2. Issuer Name and Ticker or Trading Symbol
ACELRX PHARMACEUTICALS INC [ACRX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 3700,

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2011

(Street)

SAN FRANCISCO, CA 94111

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/16/2011		C		682,904	A	⁽¹⁾	682,904	D ⁽²⁾
Common Stock	02/16/2011		C		328,064	A	⁽³⁾	1,010,968	D ⁽²⁾
Common Stock	02/16/2011		C		810,129	A	⁽⁴⁾	1,821,097	D ⁽²⁾
Common Stock	02/16/2011		C		279,097	A	⁽⁵⁾	2,100,194	D ⁽²⁾
Common Stock	02/16/2011		C		14,713	A	⁽⁴⁾	2,114,897	D ⁽²⁾
Common Stock	02/16/2011		P		680,000	A	$ 5	2,794,907	D ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Prefered Stock

⁽¹⁾

02/16/2011

500,000

⁽⁶⁾

⁽⁷⁾

Common Stock

682,904

⁽¹⁾

D ⁽²⁾

Series B Convertible Preferred Stock

⁽³⁾

02/16/2011

218,750

⁽⁶⁾

⁽⁷⁾

Common Stock

328,064

⁽³⁾

D ⁽²⁾

Series C Convertible Preferred Stock

⁽⁴⁾

02/16/2011

810,129

⁽⁶⁾

⁽⁷⁾

Common Stock

810,129

⁽⁴⁾

D ⁽²⁾

Convertible Promissory Notes

⁽⁸⁾

02/16/2011

$ 644,556

⁽⁹⁾

Common Stock

163,914

⁽⁹⁾

$ 1,097,487

D ⁽²⁾

Warrant to Purchase Series C Convertible Preferred Stock

⁽⁸⁾

02/16/2011

40,865

⁽¹⁰⁾

⁽¹¹⁾

Series C Preferred

40,865

⁽¹⁰⁾

69,588

D ⁽²⁾

Convertible Promissory Notes

⁽⁵⁾

02/16/2011

$ 1,097,487

⁽⁵⁾

Common Stock

279,097

⁽⁵⁾

D ⁽²⁾

Warrant to Purchase Series C Convertible Preferred Stock

⁽¹⁰⁾

02/16/2011

69,588

⁽¹⁰⁾

⁽¹²⁾

Series C Preferred

69,588

⁽¹⁰⁾

D ⁽²⁾

Series C Convertible Preferred Stock

⁽⁴⁾

02/16/2011

69,588 ⁽¹³⁾

⁽⁶⁾

⁽⁷⁾

Common Stock

69,588

⁽⁴⁾

D ⁽²⁾

Series C Convertible Preferred Stock

⁽⁴⁾

02/16/2011

54,875 ⁽¹³⁾

⁽⁶⁾

⁽⁷⁾

Common Stock

54,875

$ 5

14,713

D ⁽²⁾

Series C Convertible Preferred Stock

⁽⁴⁾

02/16/2011

14,713

⁽⁶⁾

⁽⁷⁾

Common Stock

14,713

⁽⁴⁾

D ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ACP IV, L.P. ONE EMBARCADERO CENTER, SUITE 3700 SAN FRANCISCO, CA 94111		X
NOHRA GUY P ONE EMBARCADERO CENTER, SUITE 3700 SAN FRANCISCO, CA 94111	X	X
JANNEY DANIEL ONE EMBARCADERO CENTER, SUITE 3700 SAN FRANCISCO, CA 94111		X
DELEAGE JEAN ONE EMBARCADERO CENTER 37TH FLOOR SAN FRANCISCO, CA 94111		X
Mack David Henry ONE EMBARCADERO CENTER, SUITE 3700 SAN FRANCISCO, CA 94111		X
ACMP IV LLC ONE EMBARCADERO CENTER, SUITE 3700 SAN FRANCISCO, CA 94111		X

Signatures

/s/ by ACMP IV, LLC, by Guy Nohra, Director		02/18/2011
^**Signature of Reporting Person		Date
/s/ Guy Nohra		02/18/2011
^**Signature of Reporting Person		Date
/s/ Daniel Janney		02/18/2011
^**Signature of Reporting Person		Date
/s/ Jean Deleage		02/18/2011
^**Signature of Reporting Person		Date
/s/ David Mack		02/18/2011
^**Signature of Reporting Person		Date
/s/ by Guy Nohra, Director		02/18/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The shares reflect the automatic conversion of 500,000 shares of the Issuer's Series A Preferred Stock for 682,904 shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering.
(2)	ACMP IV, LLC ("ACMPIV") is the general partner of ACP IV, L.P. ("ACPIV") Jean Deleage, Daniel Janney, David Mack, and Guy Nohra are directors of ACMPIV and may be deemed to share voting and dispositive power with respect to all securities of the Issuer held by ACPIV. Guy Nohra is also a director of the Issuer. Mr. Deleage, Mr. Janney, Mr. Mack, and Mr. Nohra disclaim beneficial ownership of such securities except to the extent of his proportionate pecuniary interest therein.
(3)	The shares reflect the automatic conversion of 218,750 shares of Series B Preferred Stock for 328,064 shares of Common Stock immediately prior to the closing of the Issuer's initial public offering.
(4)	The shares reflect the automatic conversion of shares of the Issuer's Series C Preferred Stock into Common Stock on a one-to-one basis upon the closing of the Issuer's initial public offering.
(5)	Notes and accrued interest in the aggregate of $1,116,388.59 converted automatically upon the closing of the Issuer's initial public offering into shares of Common Stock at a conversion price of $4.00, which is 80% of the per share price of the Common Stock sold in the Issuer's initial public offering.
(6)	Immediately convertible into shares of the Issuer's Common Stock.
(7)	These shares have no expiration date.
(8)	Pursuant to Note and Warrant Transfer Agreement dated February 16, 2011, ACP IV, L.P. transferred (i)a convertible promissory note in the amount of $655,656.79 including accrued interest and (ii)an associated warrant to purchase preferred stock on the Issuer, exercisable into 40,865 shares of Series C Preferred Stock.
(9)	Principal amount plus interest converts automatically upon the closing of the Issuer's initial public offering into shares of Common Stock at a conversion price of $4.00, which is 80% of the per share price of the Common Stock sold in the Issuer's initial public offering.
(10)	The exercise price is $3.9428 per share and immediately exercisable prior to and contingent upon the closing of the Issuer's initial public offering.
(11)	Pursuant to its terms, warrant would terminate at the closing of the Issuer's intial public offering. In the event the Issuer's public offering did not occur, the warrant would have terminated on September 14, 2017, unless earlier terminated in accordance with its terms, in a liquidation or change of control transaction.
(12)	Pursuant to its terms, warrant shall terminate at the closing of the Issuer's intial public offering. Holder has elected to net exercise the warrants contingent upon and effective immediately prior to the closing of the Issuer's initial public offering of common stock.
(13)	These shares reflect the net exercise of the Series C warrant pursuant to the terms fo the warrant into 14,713 shares of the Issuer's Series C Preferred Stock.

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