SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* New Leaf Ventures I, L.P. (Last) (First) (Middle) C/O NEW LEAF VENTURE MGMT I, L.L.C. TIMES SQUARE TWR, 7 TIMES SQ, SUITE 1603 (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/30/2009	3. Issuer Name and Ticker or Trading Symbol Transcept Pharmaceuticals Inc [ TSPT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,636,982	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* New Leaf Ventures I, L.P. (Last) (First) (Middle) C/O NEW LEAF VENTURE MGMT I, L.L.C. TIMES SQUARE TWR, 7 TIMES SQ, SUITE 1603 (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* New Leaf Venture Management I, L.P. (Last) (First) (Middle) C/O NEW LEAF VENTURE MGMT II, L.L.C. TIMES SQUARE TWR, 7 TIMES SQ, SUITE 1603 (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* New Leaf Venture Management I, L.L.C. (Last) (First) (Middle) TIMES SQUARE TOWER 7 TIMES SQUARE, SUITE 1603 (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CHAMBON PHILIPPE (Last) (First) (Middle) C/O NEW LEAF VENTURE MGMT I, L.L.C. TIMES SQUARE TWR, 7 TIMES SQ, SUITE 1603 (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NIEDEL JAMES (Last) (First) (Middle) C/O NEW LEAF VENTURE MGMT I, L.L.C. TIMES SQUARE TWR, 7 TIMES SQ, SUITE 1603 (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lathi Vijay K (Last) (First) (Middle) C/O NEW LEAF VENTURE PARTNERS 2500 SAND HILL RD., SUITE 203 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Delagardelle Jeani (Last) (First) (Middle) C/O NEW LEAF VENTURE PARTNERS 2500 SAND HILL RD., SUITE 203 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HUNT RONALD (Last) (First) (Middle) C/O NEW LEAF VENTURE MGMT I, L.L.C. TIMES SQUARE TWR, 7 TIMES SQ, SUITE 1603 (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AKKARAJU SRINIVAS (Last) (First) (Middle) C/O NEW LEAF VENTURE PARTNERS 2500 SAND HILL ROAD, SUITE 203 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The securities are directly held by New Leaf Ventures I, L.P. ("NLV I") and indirectly held by New Leaf Venture Management I, L.P. ("NLV Venture Management"), the sole general partner of NLV I, New Leaf Venture Management I, L.L.C. ("NLV Management"), the sole general partner of NLV Venture Management, and the individual managers of NLV Management (NLV Venture Management, NLV Management and the individual managers of NLV Management each, an "Indirect Reporting Person"). The individual managers of NLV Management filing jointly with NLV I, NLV Venture Management and NLV Management are Philippe O. Chambon, James Niedel, Vijay Lathi, Jeani Delagardelle, Ronald Hunt and Srinivas Akkaraju. Each Indirect Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NLV I shares in which such Indirect Reporting Person has no actual pecuniary interest therein.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management I, L.L.C., the sole general partner of New Leaf Venture Management I, L.P., the sole general partner of New Leaf Ventures I, L.P.	02/02/2009
	/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management I, L.L.C., the sole general partner of New Leaf Venture Management I, L.P.	02/02/2009
	/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management I, L.L.C.	02/02/2009
	/s/ Craig L. Slutzkin, as Attorney-in-Fact for Philippe O. Chambon	02/02/2009
	/s/ Craig L. Slutzkin, as Attorney-in-Fact for James Niedel	02/02/2009
	/s/ Craig L. Slutzkin, as Attorney-in-Fact for Vijay Lathi	02/02/2009
	/s/ Craig L. Slutzkin, as Attorney-in-Fact for Jeani Delagardelle	02/02/2009
	/s/ Craig L. Slutzkin, as Attorney-in-Fact for Ronald Hunt	02/02/2009
	/s/ Craig L. Slutzkin, as Attorney-in-Fact for Srinivas Akkaraju	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 5 (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.