Statement of Changes in Beneficial Ownership (4)
February 14 2022 - 6:24PM
Edgar (US Regulatory)
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 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
ASADORIAN RAFFI |
2. Issuer Name and Ticker or Trading Symbol
ACELRX PHARMACEUTICALS INC
[
ACRX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer |
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(Last)
(First)
(Middle)
C/O ACELRX PHARMACEUTICALS, INC., 25821 INDUSTRIAL BLVD., SUITE 400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/11/2022 |
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(Street)
HAYWARD, CA 94545
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 2/11/2022 | | A | | 117500 (1) | A | $0.00 | 376015 (2) | D | |
| Common Stock | 2/11/2022 | | F | | 7927 (3) | D | $0.4014 | 368080 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Stock Option (Right to Buy) | $0.4014 | 2/11/2022 | | A | | 235000 | | (4) | 2/11/2032 | Common Stock | 235000 | $0.00 | 235000 | D | |
| Explanation of Responses: |
| (1) | The restricted stock units shall vest in three equal consecutive annual installments on February 11, 2023, February 11, 2024 and February 11, 2025. |
| (2) | Includes previously reported shares of common stock underlying RSUs granted to the Reporting Person, which are subject to certain vesting conditions. |
| (3) | Represents shares surrendered to the Issuer by the Reporting Person to pay required tax withholdings due to the vesting of RSUs. |
| (4) | On February 11, 2022, the reporting person was granted an option to purchase 235,000 shares of common stock. One fourth (1/4th) of the option shares shall vest on the one year anniversary of the grant date, and the remaining balance of the option shares shall vest in 36 equal consecutive monthly installments thereafter until fully vested so long as the reporting person remains in continuous service through such applicable vesting periods. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
ASADORIAN RAFFI
C/O ACELRX PHARMACEUTICALS, INC.
25821 INDUSTRIAL BLVD., SUITE 400
HAYWARD, CA 94545 |
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| Chief Financial Officer |
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Signatures
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| /s/ Martha Adler, Attorney-In-Fact | | 2/14/2022 |
| **Signature of Reporting Person | Date |
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