| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/10/2011 |
3. Issuer Name and Ticker or Trading Symbol
ACELRX PHARMACEUTICALS INC [ ACRX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Convertible Preferred Stock | (1) | (2) | Common Stock | 500,000(3)(4) | (1)(4) | I | See Footnote(5) |
| Series B Convertible Preferred Stock | (1) | (2) | Common Stock | 312,500(3)(6) | (1)(6) | I | See Footnote(5) |
| Series C Convertible Preferred Stock | (1) | (2) | Common Stock | 915,798(3)(7) | (1)(7) | I | See Footnote(5) |
| Warrant to Purchase Series C Convertible Preferred Stock | (8) | (9) | Series C Preferred Stock | 125,386(3) | (3)(10) | I | See Footnote(5) |
| Convertible Promissory Note | (11) | (11) | Common Stock | $1,977,503.11(11) | (11) | I | See Footnote(5) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Immediately convertible into shares of the Issuer's common stock. |
| 2. These shares have no expiration date. |
| 3. Reflects a 1-for-4 reverse stock split of the Company's issued an outstanding securities effective January 28, 2011. |
| 4. The 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. |
| 5. 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 Company'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. |
| 6. The shares will automatically convert into 468,664 shares of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. |
| 7. Automatically converts into common stock on a one-for-one basis upon the closing of the Issuer's initial public offering. |
| 8. Exercisable contingent upon and effective immediately prior to the closing of the Issuer's initial public offering. |
| 9. Pursuant to its terms, the warrant shall terminate at the closing of the Issuer's initial 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. In the event the Issuer's public offering does no 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. |
| 10. The exercise price per share is $3.9428. |
| 11. Principal amount of $1,977,503.11, plus interest accrued at the rate of 4.0% per annum shall convert automatically upon the closing of the Issuer's initial public offering into shares of common stock at a conversion price of 80.0% of the per share price of the common stock sold in the Issuer's initial public offering. |
| /s/ Kerensa Kenny, Attorney-in-fact. | 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||