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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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1. Name and Address of Reporting Person*
PERCEPTIVE ADVISORS LLC
(Last) (First) (Middle)
499 PARK AVENUE, 25TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/07/2012 		3. Issuer Name and Ticker or Trading Symbol
ACELRX PHARMACEUTICALS INC [ ACRX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 5,008,400 I See Footnotes(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
PERCEPTIVE ADVISORS LLC
(Last) (First) (Middle)
499 PARK AVENUE, 25TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
PERCEPTIVE LIFE SCIENCES MASTER FUND LTD
(Last) (First) (Middle)
C/O PERCEPTIVE ADVISORS LLC
499 PARK AVENUE, 25TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
EDELMAN JOSEPH
(Last) (First) (Middle)
C/O PERCEPTIVE ADVISORS LLC
499 PARK AVENUE, 25TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
Explanation of Responses:
1. This Form 3 is being filed by Perceptive Life Science Master Fund Ltd. (the "Master Fund"), Perceptive Advisors LLC (the "Advisor") and Joseph Edelman. The Advisor serves as the investment manager of Master Fund. Mr. Edelman is the managing member of the Advisor.
2. This amount reflects the amount of securities held by the Master Fund immediately following the transaction requiring the filing of this statement. In accordance with Instruction 5(b)(iv) of Form 3, the entire amount of the Issuer's securities held by Master Fund is reported herein. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
/s/ Joseph Edelman, managing member of Perceptive Advisors LLC 12/13/2012
** 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 5 (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 Number.
                                                                      Exhibit 24

                       Information Regarding Joint Filers

Designated Filer of Form 3: Perceptive Advisors LLC

Date of Earliest Transaction Required to be Reported: December 7, 2012

Issuer Name and Ticker Symbol: AcelRx Pharmaceuticals, Inc. [ACRX]

Names: Perceptive Life Sciences Master Fund Ltd. and Joseph Edelman

Address:         Perceptive Advisors LLC
                 499 Park Avenue, 25th Floor
                 New York, NY 10022


Signatures:

The undersigned, Perceptive Life Sciences Master Fund Ltd. and Joseph Edelman
are jointly  filing  the attached Statement of Beneficial Ownership of
Securities on Form  3 with Perceptive Advisors LLC with respect to the
beneficial ownership of securities of AcelRx Pharmaceuticals, Inc



Perceptive Life Sciences Master Fund Ltd.

By: Perceptive Advisors LLC, its investment manager


By:  /s/ Joseph Edelman
     -------------------------------------------------
     Joseph Edelman, managing member

JOSEPH EDELMAN

     /s Joseph Edelman
     --------------------------------------------------
By:  Joseph Edelman