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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Sherman Matthew L 		2. Issuer Name and Ticker or Trading Symbol

ACCELERON PHARMA INC [ XLRN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP & Chief Medical Officer
(Last)          (First)          (Middle)

128 SIDNEY STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/19/2014
(Street)

CAMBRIDGE, MA 02139
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

5/21/2014 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/19/2014     S (1)    1900   D $31.47   (2) 14022   (3) D    
Common Stock   5/19/2014     S (1)    100   D $32.23   13922   (3) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
( 1)  The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
( 2)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.17 to $31.69, inclusive. The reporting person undertakes to provide Acceleron Pharma Inc., any security holder of Acceleron Pharma Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.
( 3)  The amount of securities beneficially owned following the reported transaction(s) in column 5 of the Form 4 filed on May 21, 2014 was overstated by 1,936 shares due to a typographical error. This error was repeated in column 5 for securities owned directly by the reporting person in all subsequent Form 4 filings by the reporting person, which includes Form 4s filed on May 30, 2014; June 13, 2014; June 20, 2014; July 11, 2014; July 22, 2014; July 25, 2014; August 13, 2014; August 15, 2014; August 19, 2014; September 4, 2014; September 19, 2014; October 9, 2014; October 20, 2014; November 14, 2014; and November 18, 2014. In these filings, the numbers in column 5 relating to securities directly owned by the reporting person should be 1,936 shares fewer than was reflected in each filing.

Remarks:
As noted in footnote 3, this Form 4/A amends the Form 4s filed on May 21, 2014; May 30, 2014; June 13, 2014; June 20, 2014; July 11, 2014; July 22, 2014; July 25, 2014; August 13, 2014; August 15, 2014; August 19, 2014; September 4, 2014; September 19, 2014; October 9, 2014; October 20, 2014; November 14, 2014; and November 18, 2014.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sherman Matthew L
128 SIDNEY STREET
CAMBRIDGE, MA 02139

SVP & Chief Medical Officer

Signatures
/s/ John D. Quisel, as attorney-in-fact for Matthew L. Sherman 12/12/2014
** Signature of Reporting Person Date


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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who 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.
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