SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* WAN MARK A (Last) (First) (Middle) 3200 ALPINE ROAD (Street) PORTOLA VALLEY CA 94028 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ACELRX PHARMACEUTICALS INC [ ACRX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/29/2012
	4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/29/2012		P		67,543	A	$3.4	3,704,712	I	See Footnote (1)(1)
Common Stock	05/29/2012		P		3,631	A	$3.4	199,174	I	See Footnote (2)(2)
Common Stock	05/29/2012		P		208,911	A	$3.4	3,958,829	I	See Footnote (3)(3)
Common Stock	05/29/2012		P		4,613	A	$3.4	87,408	I	See Footnote (4)(4)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant to purchase Common Stock	$3.4	05/29/2012		P		60,789		11/29/2012	11/29/2017	Common Stock	60,789	$0.125	60,789	I	See Footnote (1)(1)
Warrant to purchase Common Stock	$3.4	05/29/2012		P		3,268		11/29/2012	11/29/2017	Common Stock	3,268	$0.125	3,268	I	See Footnote (2)(2)
Warrant to purchase Common Stock	$3.4	05/29/2012		P		188,020		11/29/2012	11/29/2017	Common Stock	188,020	$0.125	188,020	I	See Footnote (3)(3)
Warrant to purchase Common Stock	$3.4	05/29/2012		P		4,151		11/29/2012	11/29/2017	Common Stock	4,151	$0.125	4,151	I	See Footnote (4)(4)

1. Name and Address of Reporting Person* WAN MARK A (Last) (First) (Middle) 3200 ALPINE ROAD (Street) PORTOLA VALLEY CA 94028 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JAEGER WILFRED E (Last) (First) (Middle) 3200 ALPINE DRIVE (Street) PORTOLA VALLEY CA 94028 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THREE ARCH PARTNERS III LP (Last) (First) (Middle) 3200 ALPINE DRIVE (Street) PORTOLA VALLEY CA 94028 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THREE ARCH ASSOCIATES III LP (Last) (First) (Middle) 3200 ALPINE ROAD (Street) PORTOLA VALLEY CA 94028 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THREE ARCH PARTNERS L P (Last) (First) (Middle) 3200 ALPINE ROAD (Street) PORTOLA VALLEY CA 94028 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THREE ARCH ASSOCIATES L P (Last) (First) (Middle) 3200 ALPINE ROAD (Street) PORTOLA VALLEY CA 94028 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares are held 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 hld 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.

2. The shares are held 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 hld 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.

3. The shares are held 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 hld 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.

4. The shares are held 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 hld 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.

	/s/ Steve Agelopoulos, Attorney-in-Fact	05/31/2012
	/s/ Steve Agelopoulos, Attorney-in-Fact	05/31/2012
	/s/ Steve Agelopoulos, Attorney-in-Fact	05/31/2012
	/s/ Steve Agelopoulos, Attorney-in-Fact	05/31/2012
	/s/ Steve Agelopoulos, Attorney-in-Fact	05/31/2012
	/s/ Steve Agelopoulos, Attorney-in-Fact	05/31/2012
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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