Amended Statement of Ownership (sc 13g/a)
18 February 2015 - 8:03AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
(Amendment No. 2)
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, 2014
(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.
CUSIP
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
dispositive 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) |
15.04% |
12. |
type
of reporting person (See Instructions) |
IA |
CUSIP
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 dispositive 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) |
15.04% |
24. |
type of reporting person (See Instructions) |
IN |
CUSIP No. 00444T100 |
13G/A |
Page
4 of 7 Pages |
|
|
|
|
Item 1. |
|
(a) |
Name
of Issuer: |
AcelRx
Pharmaceuticals, Inc.
|
|
(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. |
|
(b) |
Address
of Principal Business Office or, if none, Residence: |
499
Park Avenue, 25th Floor
New
York, NY 10022 |
|
(c) |
Citizenship: |
Perceptive
Advisors LLC is a Delaware limited liability company and Joseph Edelman is a United States Citizen. |
|
(d) |
Title
of Class of Securities: |
Common
Stock |
|
(e) |
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: |
|
|
|
|
|
(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). |
|
(e) |
x |
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
(f) |
o |
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
(g) |
o |
A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
|
(h) |
o |
A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
(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); |
|
(j) |
o |
Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
CUSIP 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.
|
|
|
|
|
|
|
(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 15.04% is based on the Issuer’s 43,707,390 outstanding
shares of Common Stock as disclosed on the Issuer’s Form 10-Q filed with the SEC
on November 10, 2014.
|
|
(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.
CUSIP No. 00444T100 |
13G/A |
Page
6 of 7 Pages |
Item 8. |
Identification and
Classification of Members of the Group. |
|
|
Not applicable. |
|
|
Item 9. |
Notice of Dissolution of Group. |
|
|
Not applicable. |
|
|
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 |
CUSIP 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 17, 2015 |
|
Date |
|
|
|
PERCEPTIVE ADVISORS LLC |
|
|
|
/s/ Joseph Edelman |
|
Signature |
|
|
|
Joseph Edelman/Managing Member |
|
Name/Title |
|
|
|
February 17, 2015 |
|
Date |
|
|
|
/s/ Joseph Edelman |
|
Signature |
|
|
|
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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