0001453938-14-000002.txt : 20140825 0001453938-14-000002.hdr.sgml : 20140825 20140825155346 ACCESSION NUMBER: 0001453938-14-000002 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140825 DATE AS OF CHANGE: 20140825 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Prosight Fund, LP CENTRAL INDEX KEY: 0001453938 IRS NUMBER: 263706825 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88297 FILM NUMBER: 141062580 BUSINESS ADDRESS: STREET 1: 8150 N. CENTRAL EXPRESSWAY STREET 2: SUITE 650 CITY: DALLAS STATE: TX ZIP: 75206 BUSINESS PHONE: (972) 861-1059 MAIL ADDRESS: STREET 1: 8150 N. CENTRAL EXPRESSWAY STREET 2: SUITE 650 CITY: DALLAS STATE: TX ZIP: 75206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Prosight Fund, LP CENTRAL INDEX KEY: 0001453938 IRS NUMBER: 263706825 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 8150 N. CENTRAL EXPRESSWAY STREET 2: SUITE 650 CITY: DALLAS STATE: TX ZIP: 75206 BUSINESS PHONE: (972) 861-1059 MAIL ADDRESS: STREET 1: 8150 N. CENTRAL EXPRESSWAY STREET 2: SUITE 650 CITY: DALLAS STATE: TX ZIP: 75206 SC 13G 1 sc13g.txt EXECUTED FORM 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ________)* Transcept Pharmaceuticals, Inc. (Name of Issuer) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 89354M106 (CUSIP Number) W. Lawrence Hawkins; 2301 Cedar Springs, Suite 340, Dallas, Texas 75201; 214-468-0003 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 15, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) X Rule 13d-1(c) 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 disclosures provided in a prior cover page. The information required on 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). CUSIP No. 89354M106 13G Page 2 of 8 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Prosight Fund, LP EIN: 26-3706825 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ? (b) ? 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,071,429 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,071,429 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,071,429 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ? 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.59% 12. TYPE OF REPORTING PERSON (see instructions) Partnership (PN) CUSIP No. 89354M106 13G Page 3 of 8 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Prosight Management, LP EIN: 26-3706721 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ? (b) ? 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,071,429 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,071,429 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,071,429 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ? 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.59% 12. TYPE OF REPORTING PERSON (see instructions) Investment Adviser (IA) CUSIP No. 89354M106 13G Page 4 of 8 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Prosight Partners, LLC EIN: 26-3705978 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ? (b) ? 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,071,429 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,071,429 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,071,429 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ? 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.59% 12. TYPE OF REPORTING PERSON (see instructions) Investment Adviser (IA) CUSIP No. 89354M106 13G Page 5 of 8 Pages Item 1. (a) Name of Issuer The name of the issuer is Transcept Pharmaceuticals, Inc. (TSPT) (herein referred to as ?Issuer?). (b) Address of Issuer?s Principal Executive Offices The principal executive offices of the issuer are located at 1003 W. Cutting Blvd., Suite #110, Point Richmond, California 94804. Item 2. (a) Name of Person Filing Pursuant to Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the ?Act?), the undersigned hereby files this Schedule 13G Statement on behalf of Prosight Fund, LP, a Delaware limited partnership; Prosight Management, LP a Delaware limited Partnership; and Prosight Partners, LLC, a limited liability company, the ?Reporting Persons.? Furthermore, information is included herein with respect to W. Lawrence Hawkins. These parties collectively will be referred to as ?Item 2 Persons.? The Item 2 Persons are filing this statement jointly. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by any of the Reporting Persons that they constitute a ?group.? (b) Address of the Principal Office or, if none, residence The address of the business office or residence of Prosight Fund, LP; Prosight Management, LP; Prosight Partners, LLC; and Lawrence Hawkins is 2301 Cedar Springs Road, Suite 340, Dallas, Texas 75201. (c) Citizenship The natural person listed in Item 2(a) is a citizen of the United States of America. (d) Title of Class of Securities The schedule 13G statement relates to Common stock, par value $0.001 per share, of the Issuer (the ?Stock?). (e) CUSIP Number The CUSIP number for the Stock is 89354M106. Item 3. Filing pursuant to ??240.13d-1(b) or 240.13d-2(b) or (c). This Schedule 13G statement is not being filed pursuant to Rule 13d-1(b) or Rule 13d-2(b). CUSIP No. 89354M106 13G Page 6 of 8 Pages Item 4. Ownership. Prosight Fund, LP: (a) Amount beneficially owned: 1,071,429. (b) Percent of class: 5.59%. (c) Number of shares as to which the person has: 0. (i) Sole power to vote or to direct the vote: 0. (ii) Shared power to vote or to direct the vote 1,071,429. (iii) Sole power to dispose or to direct the disposition of 0. (iv) Shared power to dispose or to direct the disposition of 1,071,429. Prosight Management, LP: Because Prosight Management, LP is the sole general partner of Prosight Fund, LP, Prosight Management, LP, may, pursuant to 13d-3 of the Act, be deemed to be the beneficial owner of the Stock. (a) Amount beneficially owned: 1,071,429. (b) Percent of class: 5.59%. (c) Number of shares as to which the person has: 0. (i) Sole power to vote or to direct the vote 0. (ii) Shared power to vote or to direct the vote 1,071,429. (iii) Sole power to dispose or to direct the disposition of 0. (iv) Shared power to dispose or to direct the disposition of 1,071,429. Prosight Partners, LLC: Because Prosight Partners, LLC is the sole general partner of Prosight Management, LP, Prosight Partners, LLC may, pursuant to 13d-3 of the Act, be deemed to be the beneficial owner of the Stock. (a) Amount beneficially owned: 1,071,429. (b) Percent of class: 5.59%. (c) Number of shares as to which the person has: 0. (i) Sole power to vote or to direct the vote 0. (ii) Shared power to vote or to direct the vote 1,071,429. (iii) Sole power to dispose or to direct the disposition of 0. (iv) Shared power to dispose or to direct the disposition of 1,071,429. CUSIP No. 89354M106 13G Page 7 of 8 Pages W. Lawrence Hawkins: Because W. Lawrence Hawkins is the sole member of Prosight Partners, LLC, W. Lawrence Hawkins may, pursuant to 13d-3 of the Act, be deemed to be the beneficial owner of the Stock. (a) Amount beneficially owned: 1,071,429. (b) Percent of class: 5.59%. (c) Number of shares as to which the person has: 0. (i) Sole power to vote or to direct the vote 0. (ii) Shared power to vote or to direct the vote 1,071,429. (iii) Sole power to dispose or to direct the disposition of 0. (iv) Shared power to dispose or to direct the disposition of 1,071,429. Item 5. Ownership of Five Percent or Less of a Class. Not Applicable 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. Not Applicable Item 8. Identification and Classification of Members of the Group. Not Applicable 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): 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 8 of 8 Pages 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. 08/25/2014 Date Prosight Fund, LP /s/ W. Lawrence Hawkins Signature Sole Member of the General Partner of the General Partner of Prosight Fund, LP Title Prosight Management, LP /s/ W. Lawrence Hawkins Signature Sole Member of the General Partner of Prosight Management, LP Title Prosight Partners, LLC /s/ W. Lawrence Hawkins Signature Sole Member of Prosight Partners, LLC Title Prosight Fund, LP may have an obligation to purchase 49,600 ordinary shares pursuant to a put option agreement expiring September 2014 by and among Prosight Fund, LP and other shareholders of the Issuer. Such shares are not counted in the above figures because Prosight Fund, LP may not be deemed to have voting and dispositive power over such 49,600 ordinary shares because those shares are currently not held by Prosight Fund, LP.