SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Curd John G

(Last)

(First)

(Middle)

C/O NOVACEA, INC.

601 GATEWAY BOULEVARD, SUITE 800

(Street)

SOUTH SAN FRANCISCO

94080-7405

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/09/2006

3. Issuer Name and Ticker or Trading Symbol
NOVACEA INC [ NOVC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, CMO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value	28,571	D
Common Stock	7,142	I	By Daughter
Common Stock	7,142	I	By Daughter
Common Stock	7,142	I	By Son
Common Stock	7,142	I	By Son

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-2 Preferred Stock⁽¹⁾	⁽²⁾	⁽³⁾	Common Stock	8,163	$0	D
Stock Option (right to buy)	⁽⁴⁾	02/03/2012	Common Stock	98,286	$0.525	D
Stock Option (right to buy)	⁽⁵⁾	04/30/2013	Common Stock	195,428	$1.05	D
Stock Option (right to buy)	⁽⁶⁾	03/02/2014	Common Stock	92,000	$1.295	D
Stock Option (right to buy)	⁽⁷⁾	09/13/2015	Common Stock	42,857	$1.925	D
Stock Option (right to buy)	⁽⁸⁾	05/09/2016	Common Stock	500	$6.5	D

Explanation of Responses:

1. Each share of preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering.

2. The securities are immediately convertible.

3. The expiration date is not relevant to the conversion of these securities.

4. 100% of the shares subject to the option are fully vested and immediately exercisable.

5. 100% of the shares subject to the option are immediately exercisable. However, all unvested shares of common stock underlying the option are subject to a right of repurchase held by the Issuer, which right of repurchase will lapse as the shares vest pursuant to the following schedule: 25% of the shares subject to the option will vest on May 1, 2004 and 1/36th of the remaining shares will vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested on May 1, 2007.

6. 100% of the shares subject to the option are immediately exercisable. However, all unvested shares of common stock underlying the option are subject to a right of repurchase held by the Issuer, which right of repurchase will lapse as the shares vest pursuant to the following schedule: 25% of the shares subject to the option will vest on March 3, 2005 and 1/36th of the remaining shares will vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested on March 3, 2008.

7. 100% of the shares subject to the option are immediately exercisable. However, all unvested shares of common stock underlying the option are subject to a right of repurchase held by the Issuer, which right of repurchase will lapse as the shares vest pursuant to the following schedule: 25% of the shares subject to the option will vest on September 14, 2006 and 1/36th of the remaining shares will vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested on September 14, 2009.

8. The shares vest pursuant to the following schedule: 25% of the shares subject to the option will vest on May 9, 2007 and 1/36th of the remaining shares will vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested on May 9, 2010.

	/s/ John G Curd	05/09/2006
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.