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Filing Details

Accession Number:: 0001181431-11-011591
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-02-18 18:32:42
Reporting Period:: 2011-02-16

Filing Date:: 2011-02-18
Accepted Time:: 2011-02-18 18:32:42
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1427925	Acelrx Pharmaceuticals Inc	ACRX	Pharmaceutical Preparations (2834)	000000000

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1190418	J Stephen Hoffman	Allos Therapeutics, Inc. 11080 Circlepoint Road, Suite 200 Wesminster CO 80020	Yes	No	No	No
1277503	Yasunori Kaneko	509 Roehampton Hills Borough CA 94010	No	No	Yes	No
1296771	Gordon John Freund	125 University Ave. C/O Skyline Ventures Palo Alto CA 94301	No	No	Yes	No
1324617	P L Iv Fund Purchaser Qualified Partners Venture Skyline	C/O Skyline Partners 525 University Avenue, Suite 520 Palo Alto CA 94301	No	No	Yes	No
1392103	Skyline Venture Management Iv, Llc	525 University Ave. Suite 520 Palo Alto CA 94301	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2011-02-16	682,904	$0.00	682,904	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2011-02-16	468,664	$0.00	1,151,568	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2011-02-16	915,798	$0.00	2,067,366	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2011-02-16	554,685	$0.00	2,622,051	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2011-02-16	29,241	$0.00	2,651,292	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2011-02-16	1,235,943	$5.00	3,877,235	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	P	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Convertible Preferred Stock	Disposition	2011-02-16	500,000	$0.00	682,904	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2011-02-16	312,500	$0.00	468,664	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2011-02-16	915,798	$0.00	915,798	$0.00
Common Stock	Convertible Promissory Note	Disposition	2011-02-16	0	$0.00	502,890	$0.00
Series C Preferred Stock	Warrant to purchase Series C Convertible Preferred Stock	Disposition	2011-02-16	125,386	$0.00	125,386	$0.00
Common Stock	Series C Convertible Preferred Stock	Acquisiton	2011-02-16	125,386	$0.00	125,386	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2011-02-16	98,875	$0.00	98,875	$5.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2011-02-16	26,511	$0.00	26,511	$0.00
Series C Preferred Stock	Warrant to purchase Series C Convertible Preferred Stock	Acquisiton	2011-02-16	12,914	$0.00	12,914	$0.00
Series C Preferred Stock	Warrant to purchase Series C Convertible Preferred Stock	Disposition	2011-02-16	12,914	$0.00	12,914	$0.00
Common Stock	Series C Convertible Preferred Stock	Acquisiton	2011-02-16	12,914	$0.00	12,914	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2011-02-16	10,184	$0.00	10,184	$5.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2011-02-16	2,730	$0.00	2,730	$0.00
Common Stock	Convertible Promissory Note	Acquisiton	2011-02-16	0	$0.00	51,795	$0.00
Common Stock	Convertible Promissory Note	Disposition	2011-02-16	0	$0.00	51,795	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	X	Indirect
125,386	No	4	X	Indirect
26,511	No	4	S	Indirect
0	No	4	C	Indirect
12,914	No	4	J	Indirect
0	No	4	X	Indirect
12,914	No	4	X	Indirect
2,730	No	4	S	Indirect
0	No	4	C	Indirect
51,795	No	4	J	Indirect
0	No	4	C	Indirect

Footnotes

The shares reflect the automatic conversion of 500,000 shares of the Issuer's Series A Convertible Preferred Stock for 682,904 shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering.
The shares are held by Skyline Venture Partners Qualified Purchaser Fund IV, L.P. John G. Freund and Yasunori Kaneko are the Managing Members of Skyline Venture Management IV, LLC, which is the general partner of Skyline Venture Partners Qualified Purchaser Fund IV, L.P., and as such Drs. Freund and Kaneko may be deemed to share voting and dispositive power with respect to all shares of Common Stock held by Skyline Venture Partners Qualified Purchaser Fund IV, L.P. Stephen Hoffman, one of the Issuer's directors, is a Managing Director of Skyline Ventures and as such may be deemed to share voting and dispositive power with respect to all shares of Common Stock held by Skyline Venture Partners Qualified Purchasers Fund IV, L.P. Each of Drs. Freund, Kaneko and Hoffman disclaims beneficial ownership of such shares.
The shares reflect the automatic conversion of 312,500 shares of the Issuer's Series B Convertible Preferred Stock for 468,664 shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering.
The shares reflect the automatic conversion of shares of the Issuer's Series C Convertible Preferred Stock into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering.
Notes and accrued interest in the aggregate of $2,218,743.81 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 80.0% of the per share price of the Common Stock sold in the Issuer's initial public offering.
Immediately convertible into shares of the Issuer's Common Stock.
These shares have no expiration date.
Notes and accrued interest in the aggregate of $2,011,560.11 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 80.0% of the per share price of the Common Stock sold in the Issuer's initial public offering.
The exercise price is $3.942 per share.
Immediately exercisable prior to and contingent upon the closing of the Issuer's initial public offering.
Pursuant to its terms, the warrant was to be terminated at the closing of the Issuer's initial public offering. Holder elected to net exercise the warrants immediately prior to the closing of the Issuer's initial 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.
Pursuant to that certain Note and Warrant Transfer Agreement dated February 16, 2011, ACP IV, L.P. transferred (i) a convertible promissory note in the amount of $207,183.70 including accrued interest and (ii) an associated warrant to purchase preferred stock of the Issuer, exercisable into 12,914 shares of Series C Convertible Preferred Stock to Skyline Venture Partners Qualified Purchaser Fund IV, L.P., for a nominal consideration, contingent upon the closing of the Issuer's initial public offering.
A note with the principal amount plus accrued interest of $207,183.70 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 80.0% of the per share price of the Common Stock sold in the Issuer's initial public offering.
These shares represent the net exercise of a warrant to purchase Series C Convertible Preferred Stock for an acquisition of 26,511 shares of Series C Convertible Preferred Stock of the Issuer.
These shares represent the net exercise of a warrant to purchase Series C Convertible Preferred Stock for an acquisition of 2,730 shares of Series C Convertible Preferred Stock of the Issuer.