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^*

Soloway Thomas P

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Operations and CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/23/2011

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	11/23/2011		M		13,600	A	$2.68	13,600⁽¹⁾	D
Common Stock	11/23/2011		S⁽²⁾		13,600	D	$7.865⁽³⁾	0	D
Common Stock								10,401	I	See footnote⁽⁴⁾
Common Stock								20,833	I	See footnote⁽⁵⁾

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)
Employee stock option (right to buy)	$2.68	11/23/2011		M			13,600	⁽⁶⁾	08/24/2021	Common Stock	13,600	$0	63,900	D

Explanation of Responses:

1. Shares held directly by the Reporting Person has been reduced by 2,239 shares that were transferred on September 7, 2011 to the Thomas J. Soloway Revocable Family Trust for which the Reporting Person serves as trustee.

2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 13, 2011.

3. The sales price reported in column 4 of Table 1 represents the weighted average sales price of the shares purchased ranging from $8.05 to $7.72 per share. Upon request of the commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

4. Shares held directly by the Thomas J. Soloway Revocable Family Trust ("the "Family Trust") for which the Reporting Person serves as trustee. The Reporting Person disclaims beneficial ownership of the shares held by the Family Trust except to the extent of his pecuniary interest therein. The number of shares include 2,239 shares that were transferred on September 7, 2011 directly from the Reporting Person.

5. Shares held directly by the Thomas J. Soloway 2003 Irrevocable Trust (the "2003 Trust") for which the Reporting Person's spouse serves as trustee. The Reporting Person disclaims beneficial ownership of the shares held by the 2003 Trust except to the extent of his pecuniary interet therein.

6. Fifty percent of the option vests upon approval by the Federal Food and Drug Administration of Intermezzo (TM) and the remaining fifty percent vests on the first anniversary of any such approval; provided in each case, such approval occurs no later than August 24, 2013. Approval by the Federal Food and Drug Administration of Intermezzo (TM)occurred on November 23, 2011.

	/s/ Marilyn Wortzman, by power of attorney	11/28/2011
	** 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).
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