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^*

OCLASSEN GLENN A

(Last)

(First)

(Middle)

C/O TRANSCEPT PHARMACEUTICALS, INC.

1003 W. CUTTING BLVD, SUITE 110

(Street)

POINT 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
X	Officer (give title below)	Other (specify below)
	President and CEO

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⁽¹⁾⁽²⁾		10,613⁽¹⁾⁽²⁾⁽³⁾	A	$21.588⁽¹⁾⁽²⁾	36,513⁽³⁾	D
Common Stock								6,121⁽³⁾	I	See footnote⁽⁴⁾

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)	$5.61⁽⁵⁾	10/30/2014		D⁽¹⁾⁽²⁾			8,655⁽³⁾	⁽⁶⁾	03/15/2016	Common Stock	8,655⁽³⁾	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$33.72⁽⁵⁾	10/30/2014		D⁽¹⁾⁽²⁾			7,500⁽³⁾	⁽⁶⁾	02/12/2019	Common Stock	7,500⁽³⁾	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$82.56⁽⁵⁾	10/30/2014		D⁽¹⁾⁽²⁾			14,233⁽³⁾	⁽⁶⁾	01/14/2020	Common Stock	14,233⁽³⁾	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$82.44⁽⁵⁾	10/30/2014		D⁽¹⁾⁽²⁾			12,666⁽³⁾	⁽⁸⁾	02/02/2021	Common Stock	12,666⁽³⁾	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$16.2⁽⁵⁾	10/30/2014		D⁽¹⁾⁽²⁾			12,916⁽³⁾	⁽⁶⁾	08/24/2021	Common Stock	12,916⁽³⁾	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$81.12⁽⁵⁾	10/30/2014		D⁽¹⁾⁽²⁾			15,000⁽³⁾	⁽⁷⁾	02/01/2022	Common Stock	15,000⁽³⁾	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$48.84⁽⁵⁾	10/30/2014		D⁽¹⁾⁽²⁾			20,833⁽³⁾	⁽⁹⁾	01/07/2023	Common Stock	20,833⁽³⁾	⁽¹⁾⁽²⁾	0	D
Stock Option (right to buy)	$19.2⁽⁵⁾	10/30/2014		D⁽¹⁾⁽²⁾			18,750⁽³⁾	⁽¹⁰⁾	07/15/2023	Common Stock	18,750⁽³⁾	⁽¹⁾⁽²⁾	0	D

Explanation of Responses:

1. Shares received in exchange for the cancellation of all outstanding stock options in connection with the merger of Paratek Pharmaceuticals, Inc. ("Paratek") into a wholly owned subsidiary of the Issuer (the "Merger") pursuant to that certain 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.

2. Pursuant to terms of the Merger Agreement, immediately prior to the effective time of the Merger: each outstanding option to purchase Issuer's common stock, whether vested or unvested, with an exercise price lower than the Issuer Closing Price (as defined therein), which is $21.588, was cancelled and exchanged for a number of shares of Issuer's common stock calculated by dividing (i) the product of (a) the total number of shares of Issuer's common stock previously subject to such option and (b) the excess of the Issuer Closing Price over the exercise price of such option by (ii) the Issuer Closing Price; and (B) certain outstanding options to purchase Issuer's common stock, whether vested or unvested, with an exercise price higher than the Issuer Closing Price, were cancelled and exchanged for a number of shares of Issuer's common stock calculated by dividing a fixed dollar amount for the Reporting Person by the Issuer Closing Price.

3. 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").

4. Shares held directly by the Reporting Person's spouse.

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

6. Fully exercisable.

7. The option vests in forty-eight equal monthly installments beginning on March 1, 2012.

8. The option vests in forty-eight equal monthly installments beginning March 2, 2011.

9. The option vests in forty-eight equal monthly installments beginning on February 7, 2013.

10. The option vests in forty-eight equal monthly installments beginning on August 15, 2013.

	/s/ Leone D. Patterson, by power of attorney	10/30/2014
	** Signature of Reporting Person	Date
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