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3//SEC Filing

THREE ARCH MANAGEMENT III LLC 3

Accession 0001181431-11-009233

CIK 0001427925other
View on SEC.govCompany Profile

Filed

Feb 9, 7:00 PM ET

Accepted

Feb 10, 8:06 PM ET

Size

29.1 KB

Accession

0001181431-11-009233

Insider Transaction Report

Form 3
Period: 2011-02-10
ACELRX PHARMACEUTICALS INCACRX
WAN MARK A
Director
Holdings

  • Warrant to Purchase Series C Convertible Preferred Stock

    (indirect: See Footnote)
    → Series C Preferred Stock (114,123 underlying)

  • Warrant to Purchase Series C Convertible Preferred Stock

    (indirect: See Footnote)
    → Series C Preferred Stock (6,135 underlying)

  • Convertible Promissory Note

    (indirect: See Footnote)
    → Common Stock

  • Series A Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (427,040 underlying)

  • Series B Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (311,384 underlying)

  • Series C Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (44,702 underlying)

  • Convertible Promissory Note

    (indirect: See Footnote)
    → Common Stock

  • Series C Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (831,466 underlying)

  • Series A Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (22,959 underlying)

  • Series B Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (16,741 underlying)
JAEGER WILFRED E
10% Owner
Holdings

  • Convertible Promissory Note

    (indirect: See Footnote)
    → Common Stock

  • Series A Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (22,959 underlying)

  • Series B Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (16,741 underlying)

  • Series B Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (311,384 underlying)

  • Series C Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (831,466 underlying)

  • Warrant to Purchase Series C Convertible Preferred Stock

    (indirect: See Footnote)
    → Series C Preferred Stock (114,123 underlying)

  • Warrant to Purchase Series C Convertible Preferred Stock

    (indirect: See Footnote)
    → Series C Preferred Stock (6,135 underlying)

  • Convertible Promissory Note

    (indirect: See Footnote)
    → Common Stock

  • Series A Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (427,040 underlying)

  • Series C Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (44,702 underlying)
THREE ARCH MANAGEMENT III LLC
10% Owner
Holdings

  • Series A Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (22,959 underlying)

  • Series A Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (427,040 underlying)

  • Series B Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (16,741 underlying)

  • Series B Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (311,384 underlying)

  • Series C Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (831,466 underlying)

  • Warrant to Purchase Series C Convertible Preferred Stock

    (indirect: See Footnote)
    → Series C Preferred Stock (114,123 underlying)

  • Convertible Promissory Note

    (indirect: See Footnote)
    → Common Stock

  • Convertible Promissory Note

    (indirect: See Footnote)
    → Common Stock

  • Series C Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (44,702 underlying)

  • Warrant to Purchase Series C Convertible Preferred Stock

    (indirect: See Footnote)
    → Series C Preferred Stock (6,135 underlying)
THREE ARCH PARTNERS III LP
10% Owner
Holdings

  • Convertible Promissory Note

    (indirect: See Footnote)
    → Common Stock

  • Convertible Promissory Note

    (indirect: See Footnote)
    → Common Stock

  • Series C Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (44,702 underlying)

  • Warrant to Purchase Series C Convertible Preferred Stock

    (indirect: See Footnote)
    → Series C Preferred Stock (6,135 underlying)

  • Series A Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (427,040 underlying)

  • Series B Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (16,741 underlying)

  • Series B Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (311,384 underlying)

  • Series C Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (831,466 underlying)

  • Warrant to Purchase Series C Convertible Preferred Stock

    (indirect: See Footnote)
    → Series C Preferred Stock (114,123 underlying)

  • Series A Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (22,959 underlying)
THREE ARCH ASSOCIATES III LP
10% Owner
Holdings

  • Series A Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (427,040 underlying)

  • Series B Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (311,384 underlying)

  • Series C Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (831,466 underlying)

  • Warrant to Purchase Series C Convertible Preferred Stock

    (indirect: See Footnote)
    → Series C Preferred Stock (114,123 underlying)

  • Convertible Promissory Note

    (indirect: See Footnote)
    → Common Stock

  • Series A Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (22,959 underlying)

  • Series B Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (16,741 underlying)

  • Series C Convertible Preferred Stock

    (indirect: See Footnote)
    → Common Stock (44,702 underlying)

  • Warrant to Purchase Series C Convertible Preferred Stock

    (indirect: See Footnote)
    → Series C Preferred Stock (6,135 underlying)

  • Convertible Promissory Note

    (indirect: See Footnote)
    → Common Stock
Footnotes (15)
  • [F1]Immediately convertible into shares of the Issuer's common stock.
  • [F10]Automatically converts into common stock on a one-for-one basis upon the closing of the Issuer's initial public offering.
  • [F11]Exercisable contingent upon and effective immediately prior to the closing of the Issuer's initial public offering.
  • [F12]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. 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.
  • [F13]The exercise price per share is $3.9428.
  • [F14]Principal amount of $96,767.17 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.
  • [F15]Principal amount of $1,799,869.22 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.
  • [F2]These shares have no expiration date.
  • [F3]Reflect a 1-for-4 reverse stock split of the Company's issued an outstanding securities effective January 28, 2011.
  • [F4]The shares will automatically convert into 31,357 shares of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering
  • [F5]The shares are held by Three Arch Associates III, L.P. The voting and dispositive decisions with respect to the shares held by Three Arch Associates III, L.P., are made by the following Managing Members of its general partner Three Arch Management III, L.L.C.: Mark Wan and Wilfred Jaeger, each of whom disclaims beneficial ownership of such shares.
  • [F6]The shares will automatically convert into 583,255 shares of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering.
  • [F7]The shares are held by Three Arch Partners III, L.P. The voting and dispositive decisions with respect to the shares held by Three Arch Partners III, L.P., are made by the following Managing Members of its general partner Three Arch Management III, L.L.C.: Mark Wan and Wilfred Jaeger, each of whom disclaims beneficial ownership of such shares.
  • [F8]The shares will automatically convert into 25,106 shares of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering.
  • [F9]The shares will automatically convert into 466,990 shares of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering.

Documents

2 files

Issuer

ACELRX PHARMACEUTICALS INC

CIK 0001427925

→
Entity typeother
IncorporatedDE

Related Parties

1
  • filerCIK 0001256738

Filing Metadata

Form type
3
Filed
Feb 9, 7:00 PM ET
Accepted
Feb 10, 8:06 PM ET
Size
29.1 KB
View on SEC.gov