FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ X ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 *

HOFFMAN STEPHEN J

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
_____ Officer (give title below)      _____ Other (specify below)

(Last)          (First)          (Middle)

C/O ACELRX PHARMACEUTICALS, INC.,  351 GALVESTON DRIVE

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2018 
(Street)

REDWOOD CITY, CA 94063

(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)
Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or 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
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   (1) (2) $10.22   7/24/2014     A4   15000         (3) 7/23/2024   Common Stock   15000   $0.00   15000   D    
Stock Option (Right to Buy)   (1) (2) $4.08   6/23/2015     A4   15000         (3) 6/22/2025   Common Stock   15000   $0.00   15000   D    
Stock Option (Right to Buy)   (1) (2) $2.87   6/21/2016     A4   15000         (3) 6/20/2026   Common Stock   15000   $0.00   15000   D    
Stock Option (Right to Buy)   (1) (2) $2.30   6/15/2017     A4   15000         (4) (5) 6/14/2027   Common Stock   15000   $0.00   15000   D    
Stock Option (Right to Buy)   (1) (2) $4.125   6/14/2018     A4   15000         (4) (5) 6/14/2028   Common Stock   15000   $0.00   15000   D    

Explanation of Responses:
(1)  Issued pursuant to the 2011 Equity Incentive Plan.
(2)  Transactions were previously reported on Form 4, but were inadvertently filed using incorrect CIK and CCC numbers which resulted in the reports appearing incorrectly as a report of a person different from the Reporting Person. This Form 5 is being filed to identify correctly these past transactions as the Reporting Person's transactions and to reflect accurately the Reporting Person's beneficial ownership holdings in the Issuer.
(3)  Fully vested.
(4)  The shares subject to the option vest as follows: 1/24th of the shares subject to the option vest in equal monthly installments over 24 months, subject to Optionee's Continuous Service on the Company's Board of Directors.
(5)  100% Acceleration upon Change of Control.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HOFFMAN STEPHEN J
C/O ACELRX PHARMACEUTICALS, INC.
351 GALVESTON DRIVE
REDWOOD CITY, CA 94063
X



Signatures
/s/ Martha Adler, Attorney-In-Fact 2/7/2019
** 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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