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
                      

1. Name and Address of Reporting Person *

Palmer Pamela P
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                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Medical Officer
(Last)          (First)          (Middle)

C/O ACELRX PHARMACEUTICALS, INC., 25821 INDUSTRIAL BLVD., SUITE 400
3. Date of Earliest Transaction (MM/DD/YYYY)

2/10/2023
(Street)

HAYWARD, CA 94545
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 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
Common Stock 2/10/2023  A  6125 (1)A$0.00 44902 (2)D  
Common Stock 2/11/2023  F  1017 (3)D$1.68 43885 D  

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $1.76 2/10/2023  A   36750     (4)2/9/2033 Common Stock 36750 $0.00 36750 D  

Explanation of Responses:
(1) The restricted stock units shall vest in three equal consecutive annual installments on February 10, 2024, February 10, 2025 and February 10, 2026.
(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 10, 2023, the reporting person was granted an option to purchase 36,750 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
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Palmer Pamela P
C/O ACELRX PHARMACEUTICALS, INC.
25821 INDUSTRIAL BLVD., SUITE 400
HAYWARD, CA 94545
X
Chief Medical Officer

Signatures
/s/ Martha Adler, Attorney-In-Fact2/14/2023
**Signature of Reporting PersonDate


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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