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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Three Arch Management IV, L.L.C. 		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)

3200 ALPINE ROAD,  		3. Date of Earliest Transaction (MM/DD/YYYY)

2/16/2011
(Street)

PORTOLA VALLEY, CA 94028
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Series C Convertible Preferred Stock     (7) 2/16/2011     C         24878      (10)   (11) Common Stock   24878   $0   0   I   See Footnote   (4)
Warrant to purchase Series C Convertible Preferred Stock     (14) 2/16/2011     J      267   (17)        (15)   (16) Series C Preferred Stock   267     (17) 267   I   See Footnote   (2)
Warrant to purchase Series C Convertible Preferred Stock     (14) 2/16/2011     X         267      (15)   (16) Series C Preferred Stock   267   $0   0   I   See Footnote   (2)
Series C Convertible Preferred Stock     (14) 2/16/2011     X      267         (10)   (11) Common Stock   267   $0   267   I   See Footnote   (2)
Series C Convertible Preferred Stock   $5.00   2/16/2011     S         211   (23)     (10)   (11) Common Stock   211   $0   56   I   See Footnote   (2)
Series C Convertible Preferred Stock     (7) 2/16/2011     C         56      (10)   (11) Common Stock   56   $0   0   I   See Footnote   (2)
Warrant to purchase Series C Convertible Preferred Stock     (14) 2/16/2011     J      12119   (18)        (15)   (16) Series C Preferred Stock   12119     (18) 12119   I   See Footnote   (4)
Warrant to purchase Series C Convertible Preferred Stock     (14) 2/16/2011     X         12119      (15)   (16) Series C Preferred Stock   12119   $0   0   I   See Footnote   (4)
Series C Convertible Preferred Stock     (14) 2/16/2011     X      12119         (10)   (11) Common Stock   12119   $0   12119   I   See Footnote   (4)
Series C Convertible Preferred Stock   $5.00   2/16/2011     S         9557   (24)     (10)   (11) Common Stock   9557   $0   2562   I   See Footnote   (4)
Series C Convertible Preferred Stock     (7) 2/16/2011     C         2562      (10)   (11) Common Stock   2562   $0   0   I   See Footnote   (4)
Convertible Promissory Note     (19) 2/16/2011     J      $4220.08   (17)        (19)   (19) Common Stock   1073   $0   1073   I   See Footnote   (2)
Convertible Promissory Note     (20) 2/16/2011     J      $191131.94   (18)        (20)   (20) Common Stock   48605   $0   48605   I   See Footnote   (4)
Convertible Promissory Note     (19) 2/16/2011     C         $4220.08      (19)   (19) Common Stock   1073   $0   0   I   See Footnote   (2)
Convertible Promissory Note     (20) 2/16/2011     C         $191131.94      (20)   (20) Common Stock   48605   $0   0   I   See Footnote   (4)

Explanation of Responses:
( 2)  The shares are held by Three Arch Associates IV, L.P. The voting and dispositive decisions with respect to the shares held by Three Arch Associates IV, L.P., are made by the following Managing Members of its general partner Three Arch Management IV, L.L.C.: Mark Wan and Wilfred Jaeger, each of whom disclaims beneficial ownership of such shares.
( 4)  The shares are held by Three Arch Partners IV, L.P. The voting and dispositive decisions with respect to the shares held by Three Arch Partners IV, L.P., are made by the following Managing Members of its general partner Three Arch Management IV, L.L.C.: Mark Wan and Wilfred Jaeger, each of whom disclaims beneficial ownership of such shares.
( 7)  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.
( 10)  Immediately convertible into shares of the Issuer's Common Stock.
( 11)  These shares have no expiration date.
( 14)  The exercise price is $3.942 per share.
( 15)  Immediately exercisable prior to and contingent upon the closing of the Issuer's initial public offering.
( 16)  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.
( 17)  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 $4,292.76 including accrued interest and (ii) an associated warrant to purchase preferred stock of the Issuer, exercisable into 267 shares of Series C Convertible Preferred Stock to Three Arch Associates IV, L.P., for a nominal consideration, contingent upon the closing of the Issuer's initial public offering.
( 18)  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 $194,423.66 including accrued interest and (ii) an associated warrant to purchase preferred stock of the Issuer, exercisable into 12,119 shares of Series C Convertible Preferred Stock to Three Arch Partners IV, L.P., for a nominal consideration, contingent upon the closing of the Issuer's initial public offering.
( 19)  A note with the principal amount plus accrued interest of $4,292.76 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.
( 20)  A note with the principal amount plus interest of $194,423.66 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.
( 23)  These shares represent the net exercise of a warrant to purchase Series C Convertible Preferred Stock for an acquisition of 56 shares of Series C Convertible Preferred Stock of the Issuer.
( 24)  These shares represent the net exercise of a warrant to purchase Series C Convertible Preferred Stock for an acquisition of 2,562 shares of Series C Convertible Preferred Stock of the Issuer.

Remarks:
Form 2 of 2

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Three Arch Management IV, L.L.C.
3200 ALPINE ROAD
PORTOLA VALLEY, CA 94028
X

THREE ARCH ASSOCIATES IV LP
3200 ALPINE ROAD
PORTOLA VALLEY, CA 94028
X

WAN MARK A
C/O THREE ARCH PARTNERS
3200 ALPINE RD
PORTOLA VALLEY, CA 94028 		X


JAEGER WILFRED E
C/O THREE ARCH PARTNERS
3200 ALPINE RD
PORTOLA VALLEY, CA 94028
X

THREE ARCH PARTNERS IV LP

 
X


Signatures
/s/ Stephen J. Bonelli, Attorney-in-fact 2/18/2011
** 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 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).
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 control number.
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