SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

NOHRA GUY P

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 3700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/10/2011

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

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

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

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Prefered Stock	⁽¹⁾	⁽¹⁾	Common Stock	500,000⁽²⁾⁽³⁾	⁽¹⁾⁽³⁾	I	See Footnote⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	218,750⁽⁵⁾	⁽¹⁾⁽⁵⁾	I	See Footnote⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	810,129⁽²⁾⁽⁶⁾	⁽¹⁾⁽⁶⁾	I	See Footnote⁽⁴⁾
Convertible Promissory Notes	⁽⁷⁾	⁽⁷⁾	Common Stock	$1,742,043.52⁽⁷⁾	⁽⁷⁾	I	See Footnote⁽⁴⁾
Warrant to Purchase Series C Convertible Preferred Stock	⁽⁸⁾	⁽⁹⁾	Series C Convertible Preferred Stock	110,457⁽²⁾	$3.9428⁽²⁾	I	See Footnote⁽⁴⁾

Explanation of Responses:

1. The shares of Series A Convertible Preferred Stock (the "Series A Shares"), the shares of the Series B Convertible Preferred Stock (the "Series B Shares"), and the shares of Series C Convertible Preferred Stock (the "Series C Shares") are immediately convertible into shares of the Issuer's common stock. These shares have no expiration date.

2. Reflects 1-4 reverse stock split of the Issuer's outstanding securities effective January 28, 2011.

3. These shares will automatically convert into 682,904 shares of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering.

4. These shares are held by ACP IV, LP ("ACPIV"). Guy Nohra, a Director of the Issuer, is also a Director of ACMP IV, LLC ("ACMPIV"), which is a general partner of ACPIV. Mr. Nohra may be deemed to share voting and dispositive power with respect to all securities of the Issuer held by ACPIV with directors of ACMPIV but disclaims beneficial ownership of such securities except to the extent of his proportionate pecuniary interest therein.

5. These shares will automatically convert into 328,064 shares of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering.

6. These shares shall automatically convert into common stock on a one-to-one basis upon the closing of the Issuer's initial public offering.

7. Principal amount of $1,742,043.52, plus interest accrued at 4% per annum shall automatically convert into shares of common stock upon the closing of the Issuer's initial public offering at 80% of the initial public offering price per share.

8. Exercisable contingent upon and effective immediately prior to the closing of the Issuer's initial public offering.

9. Pursuant to its terms, warrant shall terminate at the closing of the Issuer's intial public offering. ACPIV 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. In the event the Issuer's public offering does not occur, the warrant shall terminate on September 14, 2017, unless earlier terminated in accordance with its terms, in a liquidation or change of control transaction.

Remarks:

	/s/ Guy Nohra	02/10/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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