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*
BURRILL STEVEN

(Last) (First) (Middle)
C/O TARGACEPT, INC.
200 EAST FIRST STREET, SUITE 300

(Street)
WINSTON-SALEM NC 27101

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TARGACEPT INC [ TRGT ]
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)
05/10/2011
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)
Code V Amount (A) or (D) Price
Common Stock 05/10/2011 M 16,948 A $9.37 16,948 D
Common Stock 05/10/2011 S 16,948 D $24.0424 (1) 0 D
Common Stock 05/10/2011 S 2,000 D $24.1266 (2) 0 I By Burrill & Company LLC (3)
Common Stock 05/11/2011 M 10,552 A $9.37 10,552 D
Common Stock 05/11/2011 M 7,500 A $9.27 18,052 D
Common Stock 05/11/2011 M 7,500 A $7.1 25,552 D
Common Stock 05/11/2011 M 7,500 A $2.71 33,052 D
Common Stock 05/11/2011 S 33,052 D $23.8819 (4) 0 D
Common Stock 0 (5) I By Burrill Biotechnology Capital Fund L.P.
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $9.37 05/10/2011 M 16,948 05/14/2007 05/13/2017 Common Stock 16,948 $0 3,052 D
Stock Option (Right to Buy) $9.37 05/11/2011 M 3,052 05/14/2007 05/13/2017 Common Stock 3,052 $0 0 D
Stock Option (Right to Buy) $9.37 05/11/2011 M 7,500 06/12/2007 05/13/2017 Common Stock 7,500 $0 0 D
Stock Option (Right to Buy) $9.27 05/11/2011 M 7,500 06/20/2008 06/19/2017 Common Stock 7,500 $0 0 D
Stock Option (Right to Buy) $7.1 05/11/2011 M 7,500 06/09/2009 07/01/2018 Common Stock 7,500 $0 0 D
Stock Option (Right to Buy) $2.71 05/11/2011 M 7,500 06/09/2010 06/16/2019 Common Stock 7,500 $0 0 D
Explanation of Responses:
1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.00 to $24.19, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.99 to $24.23, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. The reporting person is the chief executive officer of Burrill & Company LLC. The reporting person disclaims beneficial ownership of securities owned by Burrill & Company LLC except to the extent of his pecuniary interest therein.
4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.50 to $24.04, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. Reflects a prior pro rata distribution by Burrill Biotechnology Capital Fund L.P. of all shares of the issuer previously reported as indirectly held by the reporting person as the managing member of Burrill & Company (Biotechnology GP), LLC, the general partner of Burrill Biotechnology Capital Fund L.P. The reporting person disclaims beneficial ownership of securities owned by Burrill Biotechnology Capital Fund L.P. except to the extent of his pecuniary interest therein.
Remarks:
/s/ Peter A. Zorn, Attorney-in-Fact for G. Steven Burrill 05/12/2011
** 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).
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