SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Palmer Pamela P (Last) (First) (Middle) C/O ACELRX PHARMACEUTICALS, INC. 351 GALVESTON DRIVE (Street) REDWOOD CITY CA 94063 (City) (State) (Zip)	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
	3. Date of Earliest Transaction (Month/Day/Year) 03/03/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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(1)	03/03/2021		A		68,750(2)	A	$0.00	666,621(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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)	$1.88	03/03/2021		A		137,500		(4)	03/03/2031	Common Stock	137,500	$0.00	137,500	D
Stock Option (Right to Buy)	$1.88	03/03/2021		A		68,750		(5)(6)	03/03/2031	Common Stock	68,750	$0.00	68,750	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

2. The restricted stock units shall vest in three equal consecutive annual installments on March 3, 2022, March 3, 2023 and March 3, 2024.

3. Balance includes acquisition of 4,773 shares of Common Stock through the Company's Employee Stock Purchase Plan.

4. The shares subject to the option vest as follows: 25% of the shares subject to the option vest on the 12 month anniversary of the date of grant and the remaining shares subject to the option vest on an equal monthly basis over the following 36 months.

5. On March 3, 2021, the Reporting Person was granted performance options subject to the satisfaction of share price targets over a performance period from March 3, 2021 to December 31, 2024 (the "Performance Period"), as determined by the Compensation Committee (the "Committee") of the Company's Board of Directors.

6. The performance options shall be earned as follows: (i) 33% of the performance options if the Company's average closing stock price measured over a period of thirty consecutive trading days within the Performance Period equals or exceeds $4.00, (ii) an additional 33% of the performance option if the Company's average closing stock price measured over a period of thirty consecutive trading days within the Performance Period equals or exceeds $5.00, and (iii) 34% of the performance options if the Company's average closing stock price measured over a period of thirty consecutive trading days within the Performance Period equals or exceeds $6.00. Once earned, the performance options will vest on the one-year anniversary of the date on which the Committee certified achievement of an applicable price target, so long as the reporting person remains in continuous service through such applicable vesting date.

Remarks:

	/s/ Martha Adler, Attorney-In-Fact	03/05/2021
	** 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).
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