0001019056-13-000935.txt : 20130802 0001019056-13-000935.hdr.sgml : 20130802 20130802133950 ACCESSION NUMBER: 0001019056-13-000935 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130802 DATE AS OF CHANGE: 20130802 GROUP MEMBERS: DAVID A. HURWITZ GROUP MEMBERS: JOHN T. BIRD GROUP MEMBERS: NEIL H. KOFFLER GROUP MEMBERS: PETER M. COLLERY GROUP MEMBERS: SC FUNDAMENTAL LLC GROUP MEMBERS: SC FUNDAMENTAL LLC EMPLOYEE SAVINGS & PROFIT SHARING PLAN GROUP MEMBERS: SC FUNDAMENTAL VALUE FUND, L.P SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Transcept Pharmaceuticals Inc CENTRAL INDEX KEY: 0001178711 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330960223 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81821 FILM NUMBER: 131005782 BUSINESS ADDRESS: STREET 1: 1003 W. CUTTING BLVD STREET 2: SUITE 110 CITY: POINT RICHMOND STATE: CA ZIP: 94804 BUSINESS PHONE: (510) 215-3500 MAIL ADDRESS: STREET 1: 1003 W. CUTTING BLVD STREET 2: SUITE 110 CITY: POINT RICHMOND STATE: CA ZIP: 94804 FORMER COMPANY: FORMER CONFORMED NAME: NOVACEA INC DATE OF NAME CHANGE: 20020724 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SC Fundamental Value Fund, L.P. CENTRAL INDEX KEY: 0001322318 IRS NUMBER: 133563962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O SC FUNDAMENTAL LLC STREET 2: 747 THIRD AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-888-9100 MAIL ADDRESS: STREET 1: C/O SC FUNDAMENTAL LLC STREET 2: 747 THIRD AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 fundamental_13g.htm SCHEDULE 13G
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Transcept Pharmaceuticals, Inc.

 

(Name of Issuer)

 

Common Stock

 

(Title of Class of Securities)

 

89354M106

 

(CUSIP Number)

 

July 25, 2013

 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

SEC 1745 (12-02)

 
 
CUSIP No. 89354M106 13G Page 2 of 11 Pages
1.

names of reporting persons

i.r.s. identification no. of above persons (entities only)

 

SC Fundamental Value Fund, L.P.

 

2. check the appropriate box if a group*

(a) x

(b) o

3. sec use only
 
4.

citizenship or place of organization

Delaware 

number of
shares		 5. sole voting power 0
beneficially
owned by		 6. shared voting power 1,123,381
each
reporting		 7. sole dispositive power 0
person with: 8. shared dispositive power 1,123,381
9. aggregate amount beneficially owned by each reporting person 1,123,381
10. check box if the aggregate amount in row (9) excludes certain shares (See Instructions) o
11. percent of class represented by amount in row (9) 6.0%
12. type of reporting person (See Instructions) PN        
                   
 
 
CUSIP No. 89354M106 13G Page 3 of 11 Pages
1.

names of reporting persons

i.r.s. identification no. of above persons (entities only)

 

SC Fundamental LLC

 

2. check the appropriate box if a group*

(a) x

(b) o

3. sec use only
 
4.

citizenship or place of organization

New York 

number of
shares		 5. sole voting power 0
beneficially
owned by		 6. shared voting power 1,123,381
each
reporting		 7. sole dispositive power 0
person with: 8. shared dispositive power 1,123,381
9. aggregate amount beneficially owned by each reporting person 1,123,381
10. check box if the aggregate amount in row (9) excludes certain shares (See Instructions) o
11. percent of class represented by amount in row (9) 6.0%
12. type of reporting person (See Instructions) OO        
                   
 
 
CUSIP No. 89354M106 13G Page 4 of 11 Pages
1.

names of reporting persons

i.r.s. identification no. of above persons (entities only)

 

Peter M. Collery

 

2. check the appropriate box if a group*

(a) x

(b) o

3. sec use only
 
4.

citizenship or place of organization

United States of America 

number of
shares		 5. sole voting power 0
beneficially
owned by		 6. shared voting power 1,265,365
each
reporting		 7. sole dispositive power 0
person with: 8. shared dispositive power 1,265,365
9. aggregate amount beneficially owned by each reporting person 1,265,365
10. check box if the aggregate amount in row (9) excludes certain shares (See Instructions) o
11. percent of class represented by amount in row (9) 6.7%
12. type of reporting person (See Instructions) IN        
                   
 
 
CUSIP No. 89354M106 13G Page 5 of 11 Pages
1.

names of reporting persons

i.r.s. identification no. of above persons (entities only)

 

Neil H. Koffler

 

2. check the appropriate box if a group*

(a) x

(b) o

3. sec use only
 
4.

citizenship or place of organization

United States of America 

number of
shares		 5. sole voting power 0
beneficially
owned by		 6. shared voting power 1,123,381
each
reporting		 7. sole dispositive power 0
person with: 8. shared dispositive power 1,123,381
9. aggregate amount beneficially owned by each reporting person 1,123,381
10. check box if the aggregate amount in row (9) excludes certain shares (See Instructions) o
11. percent of class represented by amount in row (9) 6.0%
12. type of reporting person (See Instructions) IN        
                   
 
 
CUSIP No. 89354M106 13G Page 6 of 11 Pages
1.

names of reporting persons

i.r.s. identification no. of above persons (entities only)

 

John T. Bird

 

2. check the appropriate box if a group*

(a) x

(b) o

3. sec use only
 
4.

citizenship or place of organization

United States of America 

number of
shares		 5. sole voting power 0
beneficially
owned by		 6. shared voting power 1,123,381
each
reporting		 7. sole dispositive power 0
person with: 8. shared dispositive power 1,123,381
9. aggregate amount beneficially owned by each reporting person 1,123,381
10. check box if the aggregate amount in row (9) excludes certain shares (See Instructions) o
11. percent of class represented by amount in row (9) 6.0%
12. type of reporting person (See Instructions) IN        
                   
 
 
CUSIP No. 89354M106 13G Page 7 of 11 Pages
1.

names of reporting persons

i.r.s. identification no. of above persons (entities only)

 

David A. Hurwitz

 

2. check the appropriate box if a group*

(a) x

(b) o

3. sec use only
 
4.

citizenship or place of organization

United States of America 

number of
shares		 5. sole voting power 0
beneficially
owned by		 6. shared voting power 1,123,381
each
reporting		 7. sole dispositive power 0
person with: 8. shared dispositive power 1,123,381
9. aggregate amount beneficially owned by each reporting person 1,123,381
10. check box if the aggregate amount in row (9) excludes certain shares (See Instructions) o
11. percent of class represented by amount in row (9) 6.0%
12. type of reporting person (See Instructions) IN        
                   
 
 
CUSIP No. 89354M106 13G Page 8 of 11 Pages
1.

names of reporting persons

i.r.s. identification no. of above persons (entities only)

 

SC Fundamental LLC Employee Savings and Profit Sharing Plan

 

2. check the appropriate box if a group*

(a) x

(b) o

3. sec use only
 
4.

citizenship or place of organization

United States of America 

number of
shares		 5. sole voting power 0
beneficially
owned by		 6. shared voting power 141,984
each
reporting		 7. sole dispositive power 0
person with: 8. shared dispositive power 141,984
9. aggregate amount beneficially owned by each reporting person 141,984
10. check box if the aggregate amount in row (9) excludes certain shares (See Instructions) o
11. percent of class represented by amount in row (9) 0.8%
12. type of reporting person (See Instructions) EP        
                   
 
 
CUSIP No. 89354M106 13G Page 9 of 11 Pages

 

     
Item 1.    
     
  (a) Name of Issuer: Transcept Pharmaceuticals, Inc. (TPST)
     
  (b) Address of Issuer’s Principal Executive Offices: 1003 W. Cutting Blvd., Suite #110
Point Richmond, California 94804
     
Item 2.    
     
  (a) Name of Person Filing: This Schedule 13G (the “Schedule”) is being filed with respect to shares of Common Stock (as defined below) of Transcept Pharmaceuticals, Inc. (the “Issuer”) which are beneficially owned by the following reporting persons:

     
  (i) SC Fundamental Value Fund, L.P.
  (ii) SC Fundamental LLC
  (iii) Peter M. Collery
  (iv) Neil H. Koffler
  (v) John T. Bird
  (vi) David A. Hurwitz and
  (vii) SC Fundamental LLC Employee Savings and Profit Sharing Plan (together, the “Reporting Persons”)

 

  (b) Address of Principal Business Office or, if none, Residence: The principal business office of each of the Reporting Persons listed in Item 2(a) above is: 747 Third Avenue, 27th Floor New York, New York 10017
     
  (c), (d) and (e): For information with respect to citizenship or place of organization of each of the Reporting Persons, title of class of securities and CUSIP number for the shares held by such persons, see the appropriate cover page above.

 

Item 3.   If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
     
  (a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
  (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) o Investment company registered under section 8 of the Investment Company Act of 1940(15 U.S.C 80a-8).
       
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) o A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
       
  (h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) o A church plan that is excluded from the definition of an investment company under section3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
  (j) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
 
CUSIP No. 89354M106 13G Page 10 of 11 Pages

 

Item 4   Ownership.
     
    (a)-(c) The response of each of the Reporting Persons to Items 5 through 12 of each of their respective Cover Sheets which relate to the beneficial and percentage ownership of the Common Stock of the Issuer, as of August 1, 2013, is incorporated herein by reference to the appropriate Cover Sheets above. The percentage ownership of the Reporting Persons is based on the 18,756,029 outstanding shares of Common Stock of the Issuer, as disclosed on the Issuer’s Form 10-Q filed with the SEC on May 9, 2013.
     
Item 5   Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ].
     
Item 6   Ownership of More Than Five Percent on Behalf of Another Person
     
Not applicable.
     
Item 7.   Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
     
Not applicable.
     
Item 8.   Identification and Classification of Members of the Group.
     
See Exhibit No. 2 hereto.
     
Item 9.   Notice of Dissolution of Group.
     
Not applicable.
     
Item 10.   Certification
     
    The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
     
(a)     By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
CUSIP No. 89354M106 13G Page 11 of 11 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

       
  Dated: August 1, 2013  
    SC FUNDAMENTAL VALUE FUND, L.P.
    By: SC Fundamental LLC, its General Partner
     
    By: /s/ Neil H. Koffler  
    Name: Neil H. Koffler
    Title: Member
     
    SC FUNDAMENTAL LLC
     
    By: /s/ Neil H. Koffler  
    Name: Neil H. Koffler
    Title: Member
     
    /s/ Neil H. Koffler  
    Neil H. Koffler as Attorney-in-Fact for
    Peter M. Collery (1)
     
    /s/ Neil H. Koffler  
    Neil H. Koffler
     
    /s/ Neil Koffler  
    Neil H. Koffler as Attorney-in-Fact for
    John T. Bird (2)
     
    /s/ Neil Koffler  
    Neil H. Koffler as Attorney-in-Fact for
    David A. Hurwitz (3)
     
    SC FUNDAMENTAL LLC EMPLOYEE SAVINGS
    AND PROFIT SHARING PLAN
     
    By: /s/ Peter M. Collery  
    Name: Peter M. Collery
    Title: Member
(1) Executed by Neil H. Koffler as Attorney-in-Fact for Peter M. Collery. The Power of Attorney for Mr. Collery is attached as Exhibit 3 to the Statement on Schedule 13G with respect to the Common Stock of Trans World Corporation, filed on January 24, 2013, and is incorporated herein by reference.
   
(2) Executed by Neil H. Koffler as Attorney-in-Fact for John T. Bird. The Power of Attorney for Mr. Bird is attached as Exhibit 3 to the Statement on Schedule 13G with respect to the Common Stock of First Financial Northwest Inc., filed on September 14, 2011, and is incorporated herein by reference.
   
(3) Executed by Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz. The Power of Attorney for Mr. Hurwitz is attached as Exhibit 4 to the Statement on Schedule 13G with respect to the Common Stock of First Financial Northwest Inc., filed on September 14, 2011, and is incorporated herein by reference.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

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 for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 
 EX-1 2 ex_1.htm EXHIBIT1
 

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Schedule 13G (including amendments thereto) with respect to the Common Stock of Transcept Pharmaceuticals, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, hereby execute this Agreement this 1st day of August, 2013.

    SC FUNDAMENTAL VALUE FUND, L.P.
    By: SC Fundamental LLC, its General Partner
     
    By: /s/ Neil H. Koffler  
    Name: Neil H. Koffler
    Title: Member
     
    SC FUNDAMENTAL LLC
     
    By: /s/ Neil H. Koffler  
    Name: Neil H. Koffler
    Title: Member
     
    /s/ Neil H. Koffler  
    Neil H. Koffler as Attorney-in-Fact for
    Peter M. Collery (1)
     
    /s/ Neil H. Koffler  
    Neil H. Koffler
     
    /s/ Neil Koffler  
    Neil H. Koffler as Attorney-in-Fact for
    John T. Bird (2)
     
    /s/ Neil Koffler  
    Neil H. Koffler as Attorney-in-Fact for
    David A. Hurwitz (3)
     
    SC FUNDAMENTAL LLC EMPLOYEE SAVINGS
    AND PROFIT SHARING PLAN
     
    By: /s/ Peter M. Collery  
    Name: Peter M. Collery
    Title: Member

(1) Executed by Neil H. Koffler as Attorney-in-Fact for Peter M. Collery. The Power of Attorney for Mr. Collery is attached as Exhibit 3 to the Statement on Schedule 13G with respect to the Common Stock of Trans World Corporation, filed on January 24, 2013, and is incorporated herein by reference.
   
(2) Executed by Neil H. Koffler as Attorney-in-Fact for John T. Bird. The Power of Attorney for Mr. Bird is attached as Exhibit 3 to the Statement on Schedule 13G with respect to the Common Stock of First Financial Northwest Inc., filed on September 14, 2011, and is incorporated herein by reference.
   
(3) Executed by Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz. The Power of Attorney for Mr. Hurwitz is attached as Exhibit 4 to the Statement on Schedule 13G with respect to the Common Stock of First Financial Northwest Inc., filed on September 14, 2011, and is incorporated herein by reference.
 
 EX-2 3 ex_2.htm EXHIBIT 2
 

EXHIBIT 2

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

 
SC Fundamental Value Fund, L.P
SC Fundamental LLC
Peter M. Collery
Neil H. Koffler
John T. Bird
David A. Hurwitz
SC Fundamental LLC Employee Savings and Profit Sharing Plan