SC 13D 1 sc13d07422009_08212014.htm SCHEDULE 13D sc13d07422009_08212014.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No.  )1

Targacept, Inc.
(Name of Issuer)

Common Stock, par value $0.001
(Title of Class of Securities)

87611R306
(CUSIP Number)
 
SPIKE LOY
BVF PARTNERS L.P.
900 North Michigan Avenue
Suite 1100
Chicago, Illinois 60611
(415) 525-8890
 
ADAM W. FINERMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 26, 2014
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 
CUSIP NO. 87611R306
 
1
NAME OF REPORTING PERSON
 
BIOTECHNOLOGY VALUE FUND, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
2,977,919
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,977,919
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,977,919
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.8%
14
TYPE OF REPORTING PERSON
 
PN

 
2

 
CUSIP NO. 87611R306
 
1
NAME OF REPORTING PERSON
 
BIOTECHNOLOGY VALUE FUND II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,713,907
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,713,907
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,713,907
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.1%
14
TYPE OF REPORTING PERSON
 
PN

 
3

 
CUSIP NO. 87611R306
 
1
NAME OF REPORTING PERSON
 
BVF INVESTMENTS, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
349,482
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
349,482
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
349,482
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.0%
14
TYPE OF REPORTING PERSON
 
OO

 
4

 
CUSIP NO. 87611R306
 
1
NAME OF REPORTING PERSON
 
INVESTMENT 10, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
ILLINOIS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,130,361
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,130,361
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,130,361
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.3%
14
TYPE OF REPORTING PERSON
 
OO

 
5

 
CUSIP NO. 87611R306
 
1
NAME OF REPORTING PERSON
 
MSI BVF SPV, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
483,459
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
483,459
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
483,459
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
14
TYPE OF REPORTING PERSON
 
OO

 
6

 
CUSIP NO. 87611R306
 
1
NAME OF REPORTING PERSON
 
BVF PARTNERS L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
6,655,128
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
 6,655,128
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,655,128
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.7%
14
TYPE OF REPORTING PERSON
 
PN, IA

 
7

 
CUSIP NO. 87611R306
 
1
NAME OF REPORTING PERSON
 
BVF INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
6,655,128
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
6,655,128
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,655,128
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.7%
14
TYPE OF REPORTING PERSON
 
CO

 
8

 
CUSIP NO. 87611R306
 
1
NAME OF REPORTING PERSON
 
MARK N. LAMPERT
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
6,655,128
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
6,655,128
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,655,128
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.7%
14
TYPE OF REPORTING PERSON
 
IN

 
9

 
CUSIP NO. 87611R306

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
 
Item 1.
Security and Issuer.
 
This statement relates to shares of the Common Stock, par value $0.001 per share (the “Shares”), of Targacept, Inc., a Delaware corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 100 North Main Street, Suite 1510, Winston-Salem, North Carolina 27101.
 
Item 2.
Identity and Background.
 
(a)           This statement is filed by Biotechnology Value Fund, L.P., a Delaware limited partnership (“BVF”), Biotechnology Value Fund II, L.P., a Delaware limited partnership (“BVF2”), BVF Investments, L.L.C., a Delaware limited liability company (“BVLLC”), Investment 10, L.L.C., an Illinois limited liability company (“ILL10”), MSI BVF SPV, LLC, a Delaware limited liability company (“MSI”) BVF Partners L.P., a Delaware limited partnership (“Partners”), BVF Inc., a Delaware corporation, and Mark N. Lampert.  Mr. Lampert is the sole officer and director of BVF Inc.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
(b)           The business address of BVF, BVF2, BVLLC, ILL10, Partners, BVF Inc. and Mr. Lampert is 900 North Michigan Avenue, Suite 1100, Chicago, Illinois 60611. The business address of MSI is c/o Magnitude Capital, LLC, 601 Lexington Avenue, 59th Floor, New York, NY 10022.
 
(c)           The principal business of each of BVF, BVF2, BVLLC, ILL10 and MSI is investing in securities. The principal business of Partners is serving as the general partner of each of BVF and BVF2, the manager of BVLLC, and the investment adviser of each of ILL10 and MSI. The principal business of BVF Inc. is serving as the general partner of Partners.  Mr. Lampert is the sole officer and director of BVF Inc.
 
(d)           No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           Mr. Lampert is a citizen of the United States of America.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
The Shares purchased by each of BVF, BVF2, BVLLC, ILL10 and MSI were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted on Schedule A.  The aggregate purchase price of the 2,977,919 Shares beneficially owned by BVF is approximately $12,899,438, including brokerage commissions. The aggregate purchase price of the 1,713,907 Shares beneficially owned by BVF2 is approximately $7,421,983, including brokerage commissions. The aggregate purchase price of the 349,482 Shares beneficially owned by BVLLC is approximately $2,388,744, including brokerage commissions. The aggregate purchase price of the 1,130,361 Shares beneficially owned by ILL10 is approximately $4,897,765, including brokerage commissions. The aggregate purchase price of the 483,459 Shares beneficially owned by MSI is approximately $2,180,400, including brokerage commissions.
 
 
10

 
CUSIP NO. 87611R306
 
Item 4.
Purpose of Transaction
 
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
The Reporting Persons have engaged, and intend to continue to engage, in discussions with the Issuer’s management and board of directors (the “Board”) regarding potential means to enhancing shareholder value, and regarding the Issuer generally. In connection with such discussions, on August 27, 2014 the Reporting Persons entered into a confidentiality agreement with the Issuer whereby the Reporting Persons agree to keep confidential certain information that the Issuer may elect to share with the Reporting Persons, and whereunder the Reporting Persons acknowledge existing legal prohibitions against trading in the securities of the Issuer while in possession of material, non-public information regarding the Issuer.
  
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
 
Item 5.
Interest in Securities of the Issuer.
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 33,793,735 Shares outstanding as of July 31, 2014, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2014.
 
As of the close of business on September 4, 2014, (i) BVF beneficially owned 2,977,919 Shares, (ii) BVF2 beneficially owned 1,713,907 Shares, (iii) BVLLC beneficially owned 349,482 Shares, (iv) ILL10 beneficially owned 1,130,361 Shares, and (v) MSI beneficially owned 483,459 shares of Common Stock, representing percentage ownership of approximately 8.8%, 5.1%, 1.0%, 3.3% and 1.4%, respectively, of the Shares outstanding.
 
Partners, as the general partner of BVF and BVF2, the manager of BVLLC, and the investment adviser of each of ILL10 and MSI, may be deemed to beneficially own the 6,655,128 shares of Common Stock beneficially owned in the aggregate by BVF, BVF2, BVLLC, ILL10 and MSI, representing percentage ownership of approximately 19.7% of the Shares outstanding.
 
BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 6,655,128 Shares beneficially owned by Partners, representing percentage ownership of approximately 19.7% of the Shares outstanding.
 
 
11

 
CUSIP NO. 87611R306
 
Mr. Lampert, as a director and officer of BVF Inc. may be deemed to beneficially own the 6,655,128 Shares beneficially owned by BVF Inc., representing percentage ownership of approximately 19.7% of the Shares outstanding.
 
(b)           Each of BVF, BVF2, BVLLC, ILL10 and MSI shares with Partners voting and dispositive power over the Shares each such entity beneficially owns.  Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the 6,655,128 Shares they may be deemed to beneficially own with BVF, BVF2, BVLLC, ILL10 and MSI.
 
(c)           Schedule A annexed hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons.  All of such transactions were effected in the open market, except as otherwise noted.
 
(d)           No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
 
(e)           Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
On August 26, 2014, Partners and certain of its affiliates (the “Partners Group”) entered into a Trading Plan Agreement (the “Agreement”) with Wedbush Securities, Inc. (“Wedbush”) for the purpose of establishing a trading plan to effect purchases and sales of Shares of the Issuer in compliance with all applicable laws, including, without limitation, Section 10(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including, but not limited to, Rule 10b5-1.
 
The Agreement allows for the purchase and the sale of Shares by Wedbush on behalf of the Partners Group.  Shares or sold pursuant to the Agreement may only be purchased or sold in accordance with trading requirements adopted by the Partners Group, and there can be no assurance as to how many Shares, if any, will be purchased or sold pursuant to the Agreement or at what price any such Shares will be purchased or sold. A copy of the Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
On September 5, 2014, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law.  A copy of this agreement is attached hereto as Exhibit 99.2 hereto and is incorporated herein by reference.
 
Partners is the general partner of each of BVF and BVF2 pursuant to limited partnership agreements which authorize Partners, among other things, to invest the funds of BVF and BVF2 in the Shares and other securities and to vote, exercise or convert and dispose of such securities. Pursuant to such limited partnership agreements, Partners is entitled to receive fees based on assets under management and allocations based on realized and unrealized gains on such assets.
 
Pursuant to the operating agreement of BVLLC, Partners is authorized, among other things, to invest the contributed capital of Samana Capital, L.P., the majority member of BVLLC, in the Shares and other securities of the issuer and to vote, exercise or convert and dispose of each security, and is entitled to receive fees based on assets under management and, subject to certain exceptions, allocations based on realized and unrealized gains on such assets.
 
Pursuant to investment management agreements with each of ILL10 and MSI, Partners and BVF Inc. have authority, among other things, to invest funds of ILL10 and MSI in the Shares and other securities and to vote, exercise or convert and dispose of such securities. Pursuant to such investment management agreements, Partners and BVF Inc. receive fees based on realized and unrealized gains thereon.
 
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
 
 
12

 
CUSIP NO. 87611R306
 
Item 7.
Material to be Filed as Exhibits.
 
 
99.1
Trading Plan Agreement between BVF Partners L.P. and Wedbush Securities, Inc., dated August 26, 2014.
 
 
99.2
Joint Filing Agreement by and among Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., BVF Investments, L.L.C., Investment 10, L.L.C., MSI BVF SPV, LLC, BVF Partners L.P., BVF Inc. and Mark N. Lampert, dated September 5, 2014.
 
 
13

 
CUSIP NO. 87611R306
 
SIGNATURES
 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  September 5, 2014
 
BIOTECHNOLOGY VALUE FUND, L.P.
 
INVESTMENT 10, L.L.C.
 
 
     
By:
BVF Partners L.P., its general partner
 
By:
BVF Partners L.P., its investment adviser
By:
BVF Inc., its general partner
 
By:
BVF Inc., its general partner
 
 
   
 
By:
/s/ Mark N. Lampert
 
By:
/s/ Mark N. Lampert
 
Mark N. Lampert
   
Mark N. Lampert
 
President
   
President
 
 
     
 
 
     
BIOTECHNOLOGY VALUE FUND II, L.P.
 
MSI BVF SPV, LLC
 
 
     
By:
BVF Partners L.P., its general partner
 
By:
BVF Partners L.P., its investment adviser
By:
BVF Inc., its general partner
 
By:
BVF Inc., its general partner
 
 
   
 
By:
/s/ Mark N. Lampert
 
By:
/s/ Mark N. Lampert
 
Mark N. Lampert
   
Mark N. Lampert
 
President
   
President
       
 
     
BVF INC.
       
 
BVF PARTNERS L.P.
 
By:
/s/ Mark N. Lampert
       
Mark N. Lampert
By:
BVF Inc., its general partner
   
President
 
 
     
By:
/s/ Mark N. Lampert
   
 
 
Mark N. Lampert
   
/s/ Mark N. Lampert
 
President
   
MARK N. LAMPERT
       
       
BVF INVESTMENTS, L.L.C.
     
       
By:
BVF Partners L.P., its manager
     
By:
BVF Inc., its general partner
     
         
By:
/s/ Mark N. Lampert
     
 
Mark N. Lampert
     
 
President
     
 
 
14

 
CUSIP NO. 87611R306
 
SCHEDULE A
 
Transactions in the Securities of the Issuer During the Past Sixty Days
 
Class of
Security
Securities
Purchased / (Sold)
Price ($)
Date of
Purchase / Sale
 
MSI BVF SPV, LLC
 
Common Stock
483,459*
4.5100
07/01/2014

 
____________________ 
* Represents a transfer of funds to MSI BVF SPV, LLC from its predecessor fund, Magnitude Special Investments Portfolio Fund, Ltd., of which BVF Partners L.P. also served as the investment adviser of.