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 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 *
Ayer Capital Management, LP
   2. Issuer Name and Ticker or Trading Symbol
ACCESS PHARMACEUTICALS INC [ACCP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
230 CALIFORNIA, SUITE 600		 3. Date of Earliest Transaction (Month/Day/Year)
06/28/2012
(Street)

SAN FRANCISCO, CA 94111		 4. If Amendment, Date 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
(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 06/28/2012 06/28/2012 S   25,000 D $ 0.675 2,592,320 I See footnote (1) (2)
Common stock 06/29/2012 06/29/2012 S   179,157 D $ 0.553 2,413,163 I See footnote (1) (2)

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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Ayer Capital Management, LP
230 CALIFORNIA, SUITE 600
SAN FRANCISCO, CA 94111		     X    
Ayer Capital Partners, LLC
230 CALIFORNIA STREET, SUITE 600
SAN FRANCISCO, CA 94111		     X    
ACM Capital Partners, LLC
230 CALIFORNIA STREET, SUITE 600
SAN FRANCISCO, CA 94111		     X    
Venkatesan Jay
230 CALIFORNIA STREET, SUITE 600
SAN FRANCISCO, CA 94111		     X    

Signatures

 On behalf of ACM Capital Partners, LLC, Jay Venkatesan, Managing Member   06/29/2012
**Signature of Reporting Person Date
 On behalf of Ayer Capital Management, LP - Jay Venkatesan, Managing Member   06/29/2012
**Signature of Reporting Person Date
 Jay Venkatesan   06/29/2012
**Signature of Reporting Person Date
 On behalf of Ayer Capital Partners, LLC, Jay Venkatesan, Managing Member   06/29/2012
**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) These securities are held by investment funds and a managed account, the investment advisor of which is Ayer Capital Management, LP (the "Advisor"). ACM Capital Partners, LLC(the "ACM") is the General Partner of the Advisor, Ayer Capital Parnters, LLC is the General Partner (the "GP") of the investment funds. Mr. Venkatesan is the managing member of ACM and the general partner of the GP.
(2) Each of the Advisor, ACM, the GP, Ayer Capital Partners, LLC and Mr. Venkatesan disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest thereof, and the filing of this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

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