Sec Form 4 Filing - MCGUIRE TERRANCE @ ACCELERON PHARMA INC - 2016-12-07

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 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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1. Name and Address of Reporting Person MCGUIRE TERRANCE 2. Issuer Name and Ticker or Trading Symbol ACCELERON PHARMA INC [ XLRN] 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) ONE MARINA PARK DRIVE, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 12/07/2016 (Street) BOSTON, MA02210 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/07/2016 X 180,518 A $ 5.88 778,671 ( 1 ) I See Footnote ( 2 ) Common Stock 12/08/2016 S( 3 ) 34,285 D $ 30.96 744,386 ( 4 ) I See Footnote ( 2 ) Common Stock 12/07/2016 X 3,384 A $ 5.88 747,770 ( 5 ) I See Footnote ( 2 ) Common Stock 12/08/2016 S( 6 ) 643 D $ 30.96 747,127 ( 7 ) I See Footnote ( 2 ) Common Stock 1,624 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Warrant (Right to Buy) $ 5.88 12/07/2016 X 180,518 06/10/2010 06/10/2020 Common Stock 180,518 $ 0 0 I See Footnote ( 2 ) Warrant (Right to Buy) $ 5.88 12/07/2016 X 3,384 06/10/2010 06/10/2020 Common Stock 3,384 $ 0 0 I See Footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCGUIRE TERRANCE ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 X Signatures /s/ Mary Blair, Attorney in-Fact for Terrance McGuire 12/09/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 766,574 shares, 10,102 shares, and 1,995 shares directly owned by Polaris Venture Partners IV, L.P. ("PVP IV"), Polaris Venture Partners Entrepreneurs' Fund IV, L.P. ("PVPE IV") and Polaris Venture Management IV, L.L.C. ("PVM IV"), respectively. ( 2 )The Reporting Person is a managing member of PVM IV, the general partner of each of PVP IV and PVPE IV. The Reporting Person disclaims beneficial ownership of the Funds' and PVM IV's securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest, if any, therein. ( 3 )On December 7, 2016, the PVP IV exercised a warrant to purchase 180,518 share of the Issuer's Common Stock for $5.88 per share. PVP IV paid the exercise price on a cashless basis, resulting in the Issuer withholding 34,285 shares of the Issuer's shares of common stock subject to the warrant to pay the exercise price and issuing PVP IV the remaining 146,233 shares of the Issuer's common stock. The Issuer also paid $17.76 to PVP IV in lieu of a fractional share. ( 4 )Represents 732,289 shares, 10,102 shares, and 1,995 shares directly owned by PVP IV, PVPE IV and PVM IV, respectively. ( 5 )Represents 732,289 shares, 13,486 shares, and 1,995 shares directly owned by PVP IV, PVPE IV and PVM IV, respectively. ( 6 )On December 7, 2016, the PVPE IV exercised a warrant to purchase 3,384 share of the Issuer's Common Stock for $5.88 per share. PVPE IV paid the exercise price on a cashless basis, resulting in the Issuer withholding 643 shares of the Issuer's shares of common stock subject to the warrant to pay the exercise price and issuing PVPE IV the remaining 2,741 shares of the Issuer's common stock. The Issuer also paid $9.36 to PVPE IV in lieu of a fractional share. ( 7 )Represents 732,289 shares, 12,843 shares, and 1,995 shares directly owned by PVP IV, PVPE IV and PVM IV, respectively.

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 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).

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