SEC FORM 4

SEC Form 4

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^*

Dietz Thomas John

(Last)

(First)

(Middle)

C/O TRANSCEPT PHARMACEUTICALS, INC.

1003 W. CUTTING BLVD STE 110

(Street)

PT. RICHMOND

94804

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Transcept Pharmaceuticals Inc [ TSPT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/30/2014		A		5,430	A	⁽¹⁾	5,430	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock option (right to buy)	$41.16⁽²⁾	10/30/2014		D⁽³⁾			2,083⁽⁴⁾	⁽⁵⁾	04/10/2023	Common Stock	2,083⁽⁴⁾	⁽³⁾	0	D
Stock option (right to buy)	$56.88⁽²⁾	10/30/2014		D⁽³⁾			1,666⁽⁴⁾	⁽⁶⁾	02/21/2023	Common Stock	1,666⁽⁴⁾	⁽³⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger and Reoganization ("Merger Agreement") by and among Issuer, Tigris Merger Sub, Inc., Tigris Acquisition Sub, LLC, and Paratek, dated June 30, 2014, each share of Paratek common stock converted into 0.0675 shares of Transcept common stock at the effective time of the merger. After completion of the merger, Transcept was renamed Paratek Pharmaceuticals, Inc. and began to trade under the stock symbol PRTK.

2. Represents the adjusted stock option exercise price reflecting the Stock Split.

3. Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the Merger, certain outstanding options to purchase Issuer's common stock, whether vested or unvested, with an exercise price higher than the Issuer Closing Price (as defined therein), which is $21.588, were cancelled.

4. Number of shares accounts for the effect of a reverse stock split of Issuer's common stock at a ratio of one new share for every twelve shares outstanding effective just prior to the effective time of the Merger (the "stock split").

5. The option vests in thirty-six equal monthly installments beginning on May 10, 2013.

6. Fully exercisable.

	/s/ Leone D. Patterson, by power of attorney	10/30/2014
	** 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).
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