SEC FORM 4

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^*

Moorin Jay

(Last)

(First)

(Middle)

PROQUEST INVESTMENTS

90 NASSAU STREET, FIFTH FLOOR

(Street)

PRINCETON

08542

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2006

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001	05/15/2006		C		279,364	A	⁽¹⁾	279,364	I	See footnote⁽²⁾
Common Stock, par value $0.001	05/15/2006		C		279,364	A	⁽¹⁾	558,728	I	See footnote⁽²⁾
Common Stock, par value $0.001	05/15/2006		C		435,539	A	⁽¹⁾	994,267	I	See footnote⁽³⁾
Common Stock, par value $0.001	05/15/2006		C		476,393	A	⁽¹⁾	1,470,660	I	See footnote⁽⁴⁾
Common Stock, par value $0.001	05/15/2006		P		384,615	A	$6.5	1,855,275	I	See footnote⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Preferred Stock	⁽¹⁾	05/15/2006		C			279,364	⁽¹⁾	⁽⁶⁾	Common Stock	279,364	⁽¹⁾	0	I	See footnote⁽²⁾
Series A-2 Preferred Stock	⁽¹⁾	05/15/2006		C			279,364	⁽¹⁾	⁽⁶⁾	Common Stock	279,364	⁽¹⁾	0	I	See footnote⁽²⁾
Series B Preferred Stock	⁽¹⁾	05/15/2006		C			435,539	⁽¹⁾	⁽⁶⁾	Common Stock	435,539	⁽¹⁾	0	I	See footnote⁽³⁾
Series C Preferred Stock	⁽¹⁾	05/15/2006		C			476,393	⁽¹⁾	⁽⁶⁾	Common Stock	476,393	⁽¹⁾	0	I	See footnote⁽⁴⁾
Stock Option (right to buy)	$1.295							⁽⁷⁾	03/02/2014	Common Stock	34,285		34,285	D
Stock Option (right to buy)	$15.25							⁽⁸⁾	11/29/2015	Common Stock	8,928		8,928	D
Stock Option (right to buy)	$6.5							⁽⁹⁾	05/09/2016	Common Stock	12,500		12,500	D

Explanation of Responses:

1. Each share of the preferred stock was immediately convertible and was automatically converted into one share of the issuer's common stock upon the closing of the issuer's initial public offering.

2. Of such shares, 267,994 are owned by ProQuest Investments II, L.P. ("Investments II") and 11,370 are owned by ProQuest Investments II Advisors Fund, L.P. ("Advisors"). ProQuest Associates II, LLC ("Associates II") is the general partner of each of Investments II and Advisors. The reporting person is a managing member of Associates II and disclaims beneficial ownership of the reported shares except to the extent of any indirect pecuniary interest therein.

3. Of such shares, 417,813 are owned by Investments II and 17,726 are owned by Advisors. The reporting person disclaims beneficial ownership of the reported shares except to the extent of any indirect pecuniary interest therein.

4. Of such shares, 457,005 are owned by Investments II and 19,388 are owned by Advisors. The reporting person disclaims beneficial ownership of the reported shares except to the extent of any indirect pecuniary interest therein.

5. Of such shares, 368,961 are owned by Investments II and 15,654 are owned by Advisors. The reporting person disclaims beneficial ownership of the reported shares except to the extent of any indirect pecuniary interest therein.

6. The preferred stock was convertible into the issuer's common stock on a 1-for-1 basis and had no expiration date, and automatically converted into shares of common stock upon the closing of the issuer's intial public offering.

7. Such options 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 will lapse as the underlying shares vest in 48 successive and equal monthly installments measured from March 3, 2004, such that all underlying shares will be fully vested on March 3, 2008.

8. Such options 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 will lapse as the underlying shares vest in 12 successive and equal monthly installments measured from November 30, 2005, such that all underlying shares will be fully vested on November 30, 2006.

9. Such options 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 will lapse as the underlying shares vest in 12 successive and equal monthly installments measured from March 22, 2006, such that all underlying shares will be fully vested on March 22, 2007.

	/s/ Pasquale DeAngelis, Attorney-in-Fact for Jay Moorin	05/16/2006
	** Signature of Reporting Person	Date
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