Amended Statement of Ownership (sc 13g/a)
15 February 2014 - 8:34AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
(Amendment No. 1)
Under
the Securities Exchange Act of 1934
AcelRx
Pharmaceuticals, Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
00444T100
(CUSIP
Number)
December
31, 2013
(Date
of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
x
|
Rule
13d-1(b)
|
o
|
Rule
13d-1(c)
|
o
|
Rule
13d-1(d)
|
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
Persons
who are to 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.
C
USIP
No. 00444T100
|
13G/A
|
Page
2 of 7 Pages
|
|
|
|
|
|
|
|
1.
|
names of reporting
persons
i.r.s. identification no.
of above persons (entities only)
Perceptive Advisors LLC
|
2.
|
check the appropriate box if a group*
|
(
a)
o
(
b)
o
|
3.
|
sec use only
|
4.
|
citizenship or place
of organization
Delaware, United
States of America
|
number of
shares
|
5.
|
sole voting power
|
0
|
beneficially
owned by
|
6.
|
shared voting power
|
6,574,060
|
each
reporting
|
7.
|
sole dispositive power
|
0
|
person with:
|
8.
|
shared dispostive power
|
6,574,060
|
9.
|
aggregate amount beneficially owned by each reporting person
|
6,574,060
|
10.
|
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
o
|
11.
|
percent of class represented by amount in row (9)
|
15.27%
|
12.
|
type of reporting person (See Instructions)
|
IA
|
C
USIP
No. 00444T100
|
13G/A
|
Page
3 of 7 Pages
|
|
|
|
|
|
|
|
13.
|
names of reporting
persons
i.r.s. identification no.
of above persons (entities only)
Joseph Edelman
|
14.
|
check the appropriate box if a group*
|
(
a)
o
(
b)
o
|
15.
|
sec use only
|
16.
|
citizenship or place
of organization
United
States of America
|
number of
shares
|
17.
|
sole voting power
|
0
|
beneficially
owned by
|
18.
|
shared voting power
|
6,574,060
|
each
reporting
|
19.
|
sole dispositive power
|
0
|
person with:
|
20.
|
shared dispostive power
|
6,574,060
|
21.
|
aggregate amount beneficially owned by each reporting person
|
6,574,060
|
22.
|
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
o
|
23.
|
percent of class represented by amount in row (9)
|
15.27%
|
24.
|
type of reporting person (See Instructions)
|
IN
|
C
USIP
No. 00444T100
|
13G/A
|
Page
4 of 7 Pages
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Item 1.
|
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(a)
|
|
Name of Issuer:
|
AcelRx Pharmaceuticals, Inc.
|
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(b)
|
|
Address of Issuer’s Principal Executive Offices:
|
351 Galveston Drive
Redwood City, CA 94063
|
|
Item 2.
|
|
(a)
|
|
Name of Person Filing:
|
This Schedule 13G/A (the “Schedule”) is being filed with respect to shares of Common Stock (as
defined below) of AcelRx Pharmaceuticals, Inc.
(
the “Issuer”)
which are beneficially owned by Perceptive Advisors LLC and Joseph Edelman (together, the “Reporting Persons”). See
Item 4 below.
|
|
|
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(b)
|
|
Address of Principal Business Office or, if none, Residence:
|
|
499 Park Avenue, 25
th
Floor
New York, NY 10022
|
|
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(c)
|
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Citizenship:
|
Perceptive Advisors LLC is a Delaware limited liability company and Joseph Edelman is a United States Citizen.
|
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(d)
|
|
Title of Class of Securities:
|
Common Stock
|
|
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(e)
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CUSIP Number:
|
00444T100
|
|
|
|
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
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(a)
|
|
o
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
|
(b)
|
|
o
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
|
|
(c)
|
|
o
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
(d)
|
|
o
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
|
|
|
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|
(e)
|
|
x
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
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|
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(f)
|
|
o
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
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(g)
|
|
o
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
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|
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(h)
|
|
o
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
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(i)
|
|
o
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
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|
|
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(j)
|
|
o
|
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
C
USIP
No. 00444T100
|
13G/A
|
Page
5 of 7 Pages
|
Provide the following information regarding the aggregate number and percentage of the class of securities
of the issuer identified in Item 1.
|
|
|
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(a)
|
Amount beneficially owned:
|
The Reporting Persons beneficially own a total of
6,574,060
shares
of Common Stock held by a private investment fund to which Perceptive Advisors LLC serves as the investment manager. Mr. Edelman
is the managing member of Perceptive Advisors LLC.
|
|
|
|
(b)
|
Percent of class:
|
The beneficial ownership of 15.27% is based on the Issuer’s 43,039,269 outstanding shares of Common
Stock as disclosed on the Issuer’s Form 10-Q filed with the SEC on November 5, 2013.
|
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|
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(c)
|
Number of shares as to which the person has:
|
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote:
|
0
|
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
6,574,060
|
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0
|
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
6,574,060
|
Item 5.
|
Ownership of Five Percent or Less of
a Class.
|
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following:
o
.
Item 6.
|
Ownership of More Than Five Percent
on Behalf of Another Person.
|
The Fund described in Item 4 has the right
to receive or the power to direct the receipt of dividends from, or the proceeds from, the sale of the securities held in its account.
Filing of this statement by the Reporting Persons shall not be deemed an admission that they beneficially own the securities reported
herein. The Reporting Persons expressly disclaim beneficial ownership of all securities reported herein.
Item 7.
|
Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Not applicable.
C
USIP
No. 00444T100
|
13G/A
|
Page
6 of 7 Pages
|
|
|
Item
8.
|
Identification and Classification of Members of the
Group.
|
|
|
Not applicable.
|
|
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Item 9.
|
Notice of Dissolution of Group.
|
|
|
Not applicable.
|
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Item 10.
|
Certification.
|
|
|
|
The
following certification
shall be included
if the statement is
filed pursuant to
§240.13d-1(b):
|
|
|
(a)
|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
x
|
C
USIP
No. 00444T100
|
13G/A
|
Page
7 of 7 Pages
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
February 14, 2014
|
|
Date
|
|
|
|
PERCEPTIVE ADVISORS LLC
|
|
|
|
/s/ Joseph Edelman
|
|
Signature
|
|
|
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Joseph Edelman/Managing Member
|
|
Name/Title
|
|
|
|
February 14, 2014
|
|
Date
|
|
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/s/ Joseph Edelman
|
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Signature
|
|
|
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Joseph Edelman
|
|
Name/Title
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner
of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the
statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE
:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§240.13d-7 for other parties for whom copies are to be sent.
Attention:
|
Intentional
misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
|
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