SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D/A

(Amendment No. 3)

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)¹

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o 

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

¹             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 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).

This Amendment No. 3 amends Amendment No. 2 to Schedule 13D filed on October 4, 2013 (the “Second Amended Schedule 13D), which amended Amendment No. 1 to Schedule 13D filed on August 28, 2013 (the “First Amended Schedule 13D”), which amended the Schedule 13D filed on August 14, 2013 (the “Initial Schedule 13D”), by and on behalf of the following persons:

Except as otherwise indicated, capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Initial Schedule 13D. As used here, the “Company” shall mean Transcept Pharmaceuticals, Inc. (TPST).

ITEM 4.   Purpose of Transaction

On December 10, 2013, Messrs Collery and Hurwitz sent a letter via email to Mr. Glenn A. Oclassen, Chief Executive Officer, President and Director of the Company (the “Letter”) to express the Reporting Persons’ disappointment with the Company’s potential plan to distribute to shareholders a portion of its cash, with the balance being invested in the drug development program of an unspecified non-public company. The Letter stated among other things that:

The special meeting of Transcept shareholders to be held on December 19^th arises from a dispute about whether Transcept should (i) continue to operate in some fashion or (ii) be sold or liquidated. Presumably, we have made clear that we favor the second alternative and believe that continued operation of the company simply erodes its value.

We were thus encouraged upon reading your press release of December 4^th which seemed to promise that the company would, by the end of March, either sell itself or commence liquidation. . . .

Imagine, then, our dismay upon hearing from you yesterday that Transcept is considering the distribution to shareholders of a portion of its cash, with the balance being invested in the drug development program of an unspecified non-public company.

It is difficult to understand how this split-the-baby alternative would be acceptable to any of your shareholders. Shareholders favoring a windup of Transcept obviously favor such a course for all their shares. Shareholders favoring continuing operations, if any, would presumably wish the company to have the maximum flexibility in the future and the maximum cash hoard with which to cover ongoing expenses while waiting for the success of whatever new ventures the company pursues.

Similarly, it is difficult to understand how Transcept’s directors could endorse this approach. Surely, one or another of the two courses under consideration is the best, and the directors’ job is to identify and pursue that course. Indeed, the only rationale we can find for this proposal is that it represents a compromise between management’s desire to roll the dice one more time and shareholders’ desire to maximize the value of their investments.

Such a compromise would, in simple terms, represent an abdication by the directors of their fiduciary duties, and a misappropriation of shareholder funds.…

Except as indicated above, the information set forth in Item 4 of the Initial Schedule 13D remains unchanged.

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.

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.