FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Transcept Pharmaceuticals Inc [ TSPT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/30/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 01/30/2009 | A | 570,249 | A | (1) | 570,249 | I | See footnote(2) | ||
Common Stock | 01/30/2009 | A | 667,861 | A | (1) | 667,861 | I | See footnote(3) | ||
Common Stock | 01/30/2009 | A | 67,232 | A | (1) | 67,232 | I | See footnote(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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: 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 | ||||||||
Common Stock Warrant | $8.1364 | 01/30/2009 | A | 17,956 | (5) | 10/25/2012 | Common Stock | 17,956 | (6) | 17,956 | I | See footnote(2) | |||
Common Stock Warrant | $8.1364 | 01/30/2009 | A | 17,956 | (5) | 10/25/2012 | Common Stock | 17,956 | (6) | 17,956 | I | See footnote(3) | |||
Common Stock Option (right to buy) | $4.5 | 01/30/2009 | A | 10,000 | (7) | 01/30/2019 | Common Stock | 10,000 | $0 | 10,000 | D |
Explanation of Responses: |
1. Pursuant to the Agreement and Plan of Merger by and among Novacea, Inc. ("Novacea"), Pivot Acquisition, Inc. and Transcept Pharmaceuticals, Inc. ("Transcept"), dated as of August 29, 2008 (the "Merger Agreement"), each share of Transcept common stock converted into 0.141340 shares of Novacea common stock at the effective time of the merger. After completion of the merger, Novacea was renamed Transcept Pharmaceuticals, Inc. and began to trade under the stock symbol TSPT. |
2. The reported securities are owned directly by Montreux Equity Partners II SBIC, L.P.("MEP II") and may be deemed to be beneficially owned indirectly by Montreux Equity Management II SBIC, LLC ("MEM II"), as general partner of MEP II. The reporting person is a managing member of MEM II and disclaims any beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
3. The reported securities are owned directly by Montreux Equity Partners III SBIC, L.P.("MEP III") and may be deemed to be beneficially owned indirectly by Montreux Equity Management III SBIC, LLC ("MEM III"), as general partner of MEP III. The reporting person is a managing member of MEM III and disclaims any beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
4. The reported securities are owned directly by Montreux IV Associates, LLC ("Montreux IV") and may be deemed to be beneficially owned indirectly by Montreux Equity Management IV, LLC ("MEM IV"), as general partner of Montreux IV. The reporting person is a managing member of MEM IV and disclaims any beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
5. The warrant is immediately exercisable. |
6. Pursuant to the Merger Agreement, each outstanding warrant to purchase shares of Transcept preferred stock or common stock outstanding was assumed by Novacea and became a warrant to purchase that number of shares of Novacea common stock equal to the number of shares of Transcept common stock, or the number of shares of Transcept common stock issuable upon conversion of Transcept preferred stock, issuable upon exercise of the Transcept warrant multiplied by 0.141340. |
7. The option vests in forty-eight equal monthly installments beginning on February 28, 2009. |
/s/ Marilyn E. Wortzman, by power of attorney | 02/02/2009 | |
** 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 Number. |