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4//SEC Filing

DELEAGE JEAN 4

Accession 0001209191-11-011322

CIK 0001427925other
View on SEC.govCompany Profile

Filed

Feb 17, 7:00 PM ET

Accepted

Feb 18, 5:49 PM ET

Size

45.8 KB

Accession

0001209191-11-011322

Insider Transaction Report

Form 4
Period: 2011-02-16
ACELRX PHARMACEUTICALS INCACRX
Mack David Henry
10% Owner
Transactions
  • Exercise of In-Money

    Warrant to Purchase Series C Convertible Preferred Stock

    2011-02-16−69,588→ 0 total
    → Series C Preferred (69,588 underlying)
  • Sale

    Series C Convertible Preferred Stock

    2011-02-16$5.00/sh−54,875$274,375→ 14,713 total
    → Common Stock (54,875 underlying)
  • Conversion

    Common Stock

    2011-02-16+14,713→ 2,114,897 total
  • Conversion

    Series A Convertible Prefered Stock

    2011-02-16−500,000→ 0 total
    → Common Stock (682,904 underlying)
  • Conversion

    Series C Convertible Preferred Stock

    2011-02-16−810,129→ 0 total
    → Common Stock (810,129 underlying)
  • Conversion

    Common Stock

    2011-02-16+682,904→ 682,904 total
  • Conversion

    Common Stock

    2011-02-16+328,064→ 1,010,968 total
  • Conversion

    Common Stock

    2011-02-16+810,129→ 1,821,097 total
  • Conversion

    Common Stock

    2011-02-16+279,097→ 2,100,194 total
  • Other

    Convertible Promissory Notes

    2011-02-16
    → Common Stock (163,914 underlying)
  • Conversion

    Convertible Promissory Notes

    2011-02-16→ 0 total
    → Common Stock (279,097 underlying)
  • Exercise of In-Money

    Series C Convertible Preferred Stock

    2011-02-16+69,588→ 0 total
    → Common Stock (69,588 underlying)
  • Conversion

    Series C Convertible Preferred Stock

    2011-02-16−14,713→ 0 total
    → Common Stock (14,713 underlying)
  • Purchase

    Common Stock

    2011-02-16$5.00/sh+680,000$3,400,000→ 2,794,907 total
  • Conversion

    Series B Convertible Preferred Stock

    2011-02-16−218,750→ 0 total
    → Common Stock (328,064 underlying)
  • Other

    Warrant to Purchase Series C Convertible Preferred Stock

    2011-02-16−40,865→ 69,588 total
    → Series C Preferred (40,865 underlying)
ACMP IV LLC
10% Owner
Transactions
  • Conversion

    Common Stock

    2011-02-16+14,713→ 2,114,897 total
  • Purchase

    Common Stock

    2011-02-16$5.00/sh+680,000$3,400,000→ 2,794,907 total
  • Conversion

    Series A Convertible Prefered Stock

    2011-02-16−500,000→ 0 total
    → Common Stock (682,904 underlying)
  • Conversion

    Series B Convertible Preferred Stock

    2011-02-16−218,750→ 0 total
    → Common Stock (328,064 underlying)
  • Other

    Convertible Promissory Notes

    2011-02-16
    → Common Stock (163,914 underlying)
  • Other

    Warrant to Purchase Series C Convertible Preferred Stock

    2011-02-16−40,865→ 69,588 total
    → Series C Preferred (40,865 underlying)
  • Conversion

    Common Stock

    2011-02-16+682,904→ 682,904 total
  • Conversion

    Common Stock

    2011-02-16+328,064→ 1,010,968 total
  • Conversion

    Common Stock

    2011-02-16+810,129→ 1,821,097 total
  • Conversion

    Common Stock

    2011-02-16+279,097→ 2,100,194 total
  • Conversion

    Series C Convertible Preferred Stock

    2011-02-16−810,129→ 0 total
    → Common Stock (810,129 underlying)
  • Conversion

    Convertible Promissory Notes

    2011-02-16→ 0 total
    → Common Stock (279,097 underlying)
  • Exercise of In-Money

    Series C Convertible Preferred Stock

    2011-02-16+69,588→ 0 total
    → Common Stock (69,588 underlying)
  • Sale

    Series C Convertible Preferred Stock

    2011-02-16$5.00/sh−54,875$274,375→ 14,713 total
    → Common Stock (54,875 underlying)
  • Exercise of In-Money

    Warrant to Purchase Series C Convertible Preferred Stock

    2011-02-16−69,588→ 0 total
    → Series C Preferred (69,588 underlying)
  • Conversion

    Series C Convertible Preferred Stock

    2011-02-16−14,713→ 0 total
    → Common Stock (14,713 underlying)
ACP IV, L.P.
10% Owner
Transactions
  • Conversion

    Common Stock

    2011-02-16+682,904→ 682,904 total
  • Conversion

    Common Stock

    2011-02-16+328,064→ 1,010,968 total
  • Conversion

    Common Stock

    2011-02-16+810,129→ 1,821,097 total
  • Conversion

    Series B Convertible Preferred Stock

    2011-02-16−218,750→ 0 total
    → Common Stock (328,064 underlying)
  • Other

    Warrant to Purchase Series C Convertible Preferred Stock

    2011-02-16−40,865→ 69,588 total
    → Series C Preferred (40,865 underlying)
  • Sale

    Series C Convertible Preferred Stock

    2011-02-16$5.00/sh−54,875$274,375→ 14,713 total
    → Common Stock (54,875 underlying)
  • Conversion

    Series C Convertible Preferred Stock

    2011-02-16−14,713→ 0 total
    → Common Stock (14,713 underlying)
  • Purchase

    Common Stock

    2011-02-16$5.00/sh+680,000$3,400,000→ 2,794,907 total
  • Conversion

    Series C Convertible Preferred Stock

    2011-02-16−810,129→ 0 total
    → Common Stock (810,129 underlying)
  • Other

    Convertible Promissory Notes

    2011-02-16
    → Common Stock (163,914 underlying)
  • Conversion

    Convertible Promissory Notes

    2011-02-16→ 0 total
    → Common Stock (279,097 underlying)
  • Exercise of In-Money

    Warrant to Purchase Series C Convertible Preferred Stock

    2011-02-16−69,588→ 0 total
    → Series C Preferred (69,588 underlying)
  • Exercise of In-Money

    Series C Convertible Preferred Stock

    2011-02-16+69,588→ 0 total
    → Common Stock (69,588 underlying)
  • Conversion

    Common Stock

    2011-02-16+279,097→ 2,100,194 total
  • Conversion

    Common Stock

    2011-02-16+14,713→ 2,114,897 total
  • Conversion

    Series A Convertible Prefered Stock

    2011-02-16−500,000→ 0 total
    → Common Stock (682,904 underlying)
NOHRA GUY P
Director10% Owner
Transactions
  • Conversion

    Common Stock

    2011-02-16+682,904→ 682,904 total
  • Conversion

    Common Stock

    2011-02-16+328,064→ 1,010,968 total
  • Conversion

    Common Stock

    2011-02-16+810,129→ 1,821,097 total
  • Conversion

    Common Stock

    2011-02-16+14,713→ 2,114,897 total
  • Conversion

    Series A Convertible Prefered Stock

    2011-02-16−500,000→ 0 total
    → Common Stock (682,904 underlying)
  • Conversion

    Series C Convertible Preferred Stock

    2011-02-16−810,129→ 0 total
    → Common Stock (810,129 underlying)
  • Other

    Convertible Promissory Notes

    2011-02-16
    → Common Stock (163,914 underlying)
  • Conversion

    Common Stock

    2011-02-16+279,097→ 2,100,194 total
  • Purchase

    Common Stock

    2011-02-16$5.00/sh+680,000$3,400,000→ 2,794,907 total
  • Conversion

    Series B Convertible Preferred Stock

    2011-02-16−218,750→ 0 total
    → Common Stock (328,064 underlying)
  • Other

    Warrant to Purchase Series C Convertible Preferred Stock

    2011-02-16−40,865→ 69,588 total
    → Series C Preferred (40,865 underlying)
  • Conversion

    Convertible Promissory Notes

    2011-02-16→ 0 total
    → Common Stock (279,097 underlying)
  • Exercise of In-Money

    Warrant to Purchase Series C Convertible Preferred Stock

    2011-02-16−69,588→ 0 total
    → Series C Preferred (69,588 underlying)
  • Exercise of In-Money

    Series C Convertible Preferred Stock

    2011-02-16+69,588→ 0 total
    → Common Stock (69,588 underlying)
  • Sale

    Series C Convertible Preferred Stock

    2011-02-16$5.00/sh−54,875$274,375→ 14,713 total
    → Common Stock (54,875 underlying)
  • Conversion

    Series C Convertible Preferred Stock

    2011-02-16−14,713→ 0 total
    → Common Stock (14,713 underlying)
JANNEY DANIEL
10% Owner
Transactions
  • Conversion

    Common Stock

    2011-02-16+279,097→ 2,100,194 total
  • Other

    Convertible Promissory Notes

    2011-02-16
    → Common Stock (163,914 underlying)
  • Conversion

    Convertible Promissory Notes

    2011-02-16→ 0 total
    → Common Stock (279,097 underlying)
  • Exercise of In-Money

    Series C Convertible Preferred Stock

    2011-02-16+69,588→ 0 total
    → Common Stock (69,588 underlying)
  • Conversion

    Common Stock

    2011-02-16+682,904→ 682,904 total
  • Conversion

    Common Stock

    2011-02-16+328,064→ 1,010,968 total
  • Conversion

    Common Stock

    2011-02-16+810,129→ 1,821,097 total
  • Conversion

    Common Stock

    2011-02-16+14,713→ 2,114,897 total
  • Purchase

    Common Stock

    2011-02-16$5.00/sh+680,000$3,400,000→ 2,794,907 total
  • Conversion

    Series A Convertible Prefered Stock

    2011-02-16−500,000→ 0 total
    → Common Stock (682,904 underlying)
  • Conversion

    Series B Convertible Preferred Stock

    2011-02-16−218,750→ 0 total
    → Common Stock (328,064 underlying)
  • Conversion

    Series C Convertible Preferred Stock

    2011-02-16−810,129→ 0 total
    → Common Stock (810,129 underlying)
  • Other

    Warrant to Purchase Series C Convertible Preferred Stock

    2011-02-16−40,865→ 69,588 total
    → Series C Preferred (40,865 underlying)
  • Exercise of In-Money

    Warrant to Purchase Series C Convertible Preferred Stock

    2011-02-16−69,588→ 0 total
    → Series C Preferred (69,588 underlying)
  • Sale

    Series C Convertible Preferred Stock

    2011-02-16$5.00/sh−54,875$274,375→ 14,713 total
    → Common Stock (54,875 underlying)
  • Conversion

    Series C Convertible Preferred Stock

    2011-02-16−14,713→ 0 total
    → Common Stock (14,713 underlying)
DELEAGE JEAN
10% Owner
Transactions
  • Conversion

    Common Stock

    2011-02-16+682,904→ 682,904 total
  • Conversion

    Common Stock

    2011-02-16+279,097→ 2,100,194 total
  • Purchase

    Common Stock

    2011-02-16$5.00/sh+680,000$3,400,000→ 2,794,907 total
  • Conversion

    Series C Convertible Preferred Stock

    2011-02-16−810,129→ 0 total
    → Common Stock (810,129 underlying)
  • Exercise of In-Money

    Series C Convertible Preferred Stock

    2011-02-16+69,588→ 0 total
    → Common Stock (69,588 underlying)
  • Conversion

    Series C Convertible Preferred Stock

    2011-02-16−14,713→ 0 total
    → Common Stock (14,713 underlying)
  • Conversion

    Series A Convertible Prefered Stock

    2011-02-16−500,000→ 0 total
    → Common Stock (682,904 underlying)
  • Conversion

    Series B Convertible Preferred Stock

    2011-02-16−218,750→ 0 total
    → Common Stock (328,064 underlying)
  • Other

    Convertible Promissory Notes

    2011-02-16
    → Common Stock (163,914 underlying)
  • Conversion

    Convertible Promissory Notes

    2011-02-16→ 0 total
    → Common Stock (279,097 underlying)
  • Sale

    Series C Convertible Preferred Stock

    2011-02-16$5.00/sh−54,875$274,375→ 14,713 total
    → Common Stock (54,875 underlying)
  • Conversion

    Common Stock

    2011-02-16+328,064→ 1,010,968 total
  • Conversion

    Common Stock

    2011-02-16+810,129→ 1,821,097 total
  • Conversion

    Common Stock

    2011-02-16+14,713→ 2,114,897 total
  • Other

    Warrant to Purchase Series C Convertible Preferred Stock

    2011-02-16−40,865→ 69,588 total
    → Series C Preferred (40,865 underlying)
  • Exercise of In-Money

    Warrant to Purchase Series C Convertible Preferred Stock

    2011-02-16−69,588→ 0 total
    → Series C Preferred (69,588 underlying)
Footnotes (13)
  • [F1]The shares reflect the automatic conversion of 500,000 shares of the Issuer's Series A Preferred Stock for 682,904 shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering.
  • [F10]The exercise price is $3.9428 per share and immediately exercisable prior to and contingent upon the closing of the Issuer's initial public offering.
  • [F11]Pursuant to its terms, warrant would terminate at the closing of the Issuer's intial 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.
  • [F12]Pursuant to its terms, warrant shall terminate at the closing of the Issuer's intial 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.
  • [F13]These shares reflect the net exercise of the Series C warrant pursuant to the terms fo the warrant into 14,713 shares of the Issuer's Series C Preferred Stock.
  • [F2]ACMP IV, LLC ("ACMPIV") is the general partner of ACP IV, L.P. ("ACPIV") Jean Deleage, Daniel Janney, David Mack, and Guy Nohra are directors of ACMPIV and may be deemed to share voting and dispositive power with respect to all securities of the Issuer held by ACPIV. Guy Nohra is also a director of the Issuer. Mr. Deleage, Mr. Janney, Mr. Mack, and Mr. Nohra disclaim beneficial ownership of such securities except to the extent of his proportionate pecuniary interest therein.
  • [F3]The shares reflect the automatic conversion of 218,750 shares of Series B Preferred Stock for 328,064 shares of Common Stock immediately prior to the closing of the Issuer's initial public offering.
  • [F4]The shares reflect the automatic conversion of shares of the Issuer's Series C Preferred Stock into Common Stock on a one-to-one basis upon the closing of the Issuer's initial public offering.
  • [F5]Notes and accrued interest in the aggregate of $1,116,388.59 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% of the per share price of the Common Stock sold in the Issuer's initial public offering.
  • [F6]Immediately convertible into shares of the Issuer's Common Stock.
  • [F7]These shares have no expiration date.
  • [F8]Pursuant to Note and Warrant Transfer Agreement dated February 16, 2011, ACP IV, L.P. transferred (i)a convertible promissory note in the amount of $655,656.79 including accrued interest and (ii)an associated warrant to purchase preferred stock on the Issuer, exercisable into 40,865 shares of Series C Preferred Stock.
  • [F9]Principal amount plus interest converts 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% of the per share price of the Common Stock sold in the Issuer's initial public offering.

Documents

1 file

Issuer

ACELRX PHARMACEUTICALS INC

CIK 0001427925

→
Entity typeother

Related Parties

1
  • filerCIK 0001198323

Filing Metadata

Form type
4
Filed
Feb 17, 7:00 PM ET
Accepted
Feb 18, 5:49 PM ET
Size
45.8 KB
View on SEC.gov