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*
Caldwell William S

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP - Drug Discovery and Dev.
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2011
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 02/16/2011 M 16,655 A $1.75 24,390 D
Common Stock 02/16/2011 S 16,655 D $26.5179(1)(2) 7,735 D
Common Stock 2,000(3) I By Wife
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) $2.93 02/16/2011 M 16,655 (4) 01/08/2019 Common Stock 16,655 $0 21,250 D
Explanation of Responses:
1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.25 to $26.81, 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. In addition to the sale price reported, the reporting person received an account credit in the amount of $0.7276 per share due to the broker's failure to execute the sale on the date specified in the reporting person's 10b5-1 plan. The account credit represents the difference between the actual weighted average sales price for the shares sold and the first weighted average sales price for the same number of shares sold on the NASDAQ stock market on February 14, 2011 (the date on which the sale was to have been executed under the 10b5-1 plan).
3. These shares held by the reporting person's spouse. From April 2006 to July 2010, these shares were held by the reporting person's mother-in-law, who did not share his household, in a brokerage account maintained jointly with a right of survivorship with the reporting person's spouse. The reporting person became aware of the shares when his mother-in-law passed away.
4. This option vested (vests) in equal installments on the last day of 16 consecutive calendar quarters beginning with March 31, 2009.
Remarks:
The shares covered by this Form 4 have been sold pursuant to a Rule 10b5-1 Sales Plan dated December 16, 2010, which is intended to comply with Rule 10b5-1(c) promulgated under the Securities Exchange Act of 1934, as amended.
/s/ Peter A. Zorn, Attorney-in-Fact for William S. Caldwell 02/18/2011
** 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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