Ownership Submission
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, 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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(Print or Type Responses)
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)
C/O POLARIS VENTURE PARTNERS, 1000 WINTER STREET		 3. Date of Earliest Transaction (Month/Day/Year)
12/11/2014
(Street)

WALTHAM, MA 02451		 4. If Amendment, Date Original Filed(Month/Day/Year)
12/15/2014		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(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 12/11/2014   J(1)   407,256 (2) (3) D $ 0 2,214,482 (4) (5) (6) I See Footnote (4)

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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
MCGUIRE TERRANCE
C/O POLARIS VENTURE PARTNERS
1000 WINTER STREET
WALTHAM, MA 02451		   X      

Signatures

 Terrance McGuire   06/03/2015
**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) Represents a pro rata distribution without additional consideration by Polaris Venture Partners IV, L.P. ("PVP IV") and Polaris Venture Partners Entrepreneurs Fund IV, L.P. ("PVPE IV" and, together with PVP IV, the "Funds"), to its partners.
(2) Represents 400,000 shares and 7,256 shares that were held directly by PVP IV and PVPE IV, respectively.
(3) The initial Form 4 filed on December 15, 2014 by the Reporting Person omitted shares distributed pro rata without additional consideration by Polaris Venture Management Co. IV, L.L.C. ("PVM IV") to its members.
(4) Represents 2,173,175 shares, 39,312 shares, and 1,995 shares that are held directly by PVP IV, PVPE IV and PVM IV, the general partner of each of the Funds, respectively. PVM IV disclaims beneficial ownership of the Funds' securities and this report shall not be deemed an admission that PVM IV is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest, if any, therein. Each of Jonathan A. Flint and Terrance G. McGuire are the managing members of PVM IV. Each of Messrs. Flint and McGuire 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.
(5) Includes a pro rata distribution without additional consideration of 194,362 shares by PVP IV and 3,643 shares by PVPE IV, each on June 2, 2014, as reported on a Form 4 filed by the Funds, PVM IV and the Reporting Person on June 4, 2014.
(6) The initial Form 4 filed on December 15, 2014 by the Reporting Person overstated the number of shares held by PVM IV.

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