FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * SCHRECK THOMAS A   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, 575 CHESAPEAKE DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 02/16/2011 (Street) REDWOOD CITY, CA 94063 4. If Amendment, Date 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 (City) (State) (Zip) 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 02/16/2011   C   41,800 A (1) 41,800 D   Common Stock 02/16/2011   C   13,932 A (2) 13,932 I See Footnote (3)

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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 Underlying Securities (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 of Derivative Security: 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

Series A Convertible Preferred Stock

(1)

02/16/2011

C

30,605

(4)

(5)

Common Stock

41,800

(1)

0

D

Series A Convertible Preferred Stock

(2)

02/16/2011

C

10,201

(4)

(5)

Common Stock

13,932

(2)

0

I

See Footnote (3)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SCHRECK THOMAS A C/O ACELRX PHARMACEUTICALS INC 575 CHESAPEAKE DRIVE REDWOOD CITY, CA 94063	X

Signatures

/s/ Carter King, Attorney-in-fact		02/18/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The shares reflect the automatic conversion of 30,605 shares of the Issuer's Series A Preferred Stock for 41,800 shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering.
(2)	The shares reflect the automatic conversion of 10,201 shares of the Issuer's Series A Preferred Stock for 13,932 shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering.
(3)	The shares are held in trust for Mr. Schreck's children. Mr. Schreck disclaims beneficial ownership of the shares.
(4)	Immediately convertible into shares of the Issuer's common stock.
(5)	These shares have no expiration date.

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