-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I60LEdlYouusBwiAOYsxS5AVwSnINbJUtnNoEiYlQCXnQeSHmYNJDf8inKL9QBRs fuIIdD5qOSGQtriwV0Sg2A== 0000932440-10-000033.txt : 20100209 0000932440-10-000033.hdr.sgml : 20100209 20100209142222 ACCESSION NUMBER: 0000932440-10-000033 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100209 DATE AS OF CHANGE: 20100209 GROUP MEMBERS: ALAIN SCHREIBER GROUP MEMBERS: JAY MOORIN GROUP MEMBERS: PROQUEST ASSOCIATES II LLC GROUP MEMBERS: PROQUEST INVESTMENTS II ADVISORS 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81821 FILM NUMBER: 10583734 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: PROQUEST INVESTMENTS II LP CENTRAL INDEX KEY: 0001143544 IRS NUMBER: 223764772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 90 NASSAU STREET STREET 2: 5TH FLOOR CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 6099193560 MAIL ADDRESS: STREET 1: 90 NASSAU STREET STREET 2: 5TH FLOOR CITY: PRINCETON STATE: NJ ZIP: 08542 SC 13D/A 1 formsc13da_1398226.htm FORM SC 13D/A formsc13da_1398226.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
___________________

SCHEDULE 13D
(Amendment No.1 )

Under the Securities Exchange Act of 1934


TRANSCEPT PHARMACEUTICALS, INC. (f/k/a Novacea, Inc.)
(Name of Issuer)

Common Stock, par value $.001
(Title of Class of Securities)

89354 M 10 6
(CUSIP Number)

ProQuest Investments II, L.P.
90 Nassau Street, Fifth Floor
Princeton, NJ  08542
(609) 919-3560
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 28, 2009
(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  ¨.

 
 

 
CUSIP No. 89354 M 10 6
13D
Page 2 of 9 Pages



1
NAME OF REPORTING PERSONS
 
ProQuest Investments II, L.P.                                                                                       22-3764772
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ý
3
SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14
TYPE OF REPORTING PERSON
PN

 
 

 
CUSIP No. 89354 M 10 6
13D
Page 3 of 9 Pages



1
NAME OF REPORTING PERSONS
 
ProQuest Investments II Advisors Fund, L.P.                                                                                       22-3784567
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ý
3
SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
  ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14
TYPE OF REPORTING PERSON
PN

 
 

 
CUSIP No. 89354 M 10 6
13D
Page 4 of 9 Pages



1
NAME OF REPORTING PERSONS
 
ProQuest Associates II LLC                                                                                       22-3764735
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ý
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
  ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14
TYPE OF REPORTING PERSON
OO

 
 

 
CUSIP No. 89354 M 10 6
13D
Page 5 of 9 Pages



1
NAME OF REPORTING  PERSONS
 
Jay Moorin
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ý
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
  ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
US
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7
SOLE VOTING  POWER
0
8
SHARED VOTING  POWER
0
9
SOLE DISPOSITIVE  POWER
0
10
SHARED DISPOSITIVE  POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT  IN  ROW (11)
0%
14
TYPE OF REPORTING PERSON
IN

 
 

 
CUSIP No. 89354 M 10 6
13D
Page 6 of 9 Pages



1
NAME OF REPORTING PERSONS
 
Alain Schreiber
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ý
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
  ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
US
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14
TYPE OF REPORTING PERSON
IN

 
 

CUSIP No. 89354 M 10 6
13D
Page 7 of 9 Pages


Introduction.
 
This Amendment No. 1 amends the Schedule 13D filed on May 24, 2006 by the Reporting Persons (as defined below) with respect to the items contained herein.

Item 1.  Security and Issuer.

This Schedule 13D, as amended, relates to the common stock $0.001 par value per share (“Common Stock”), of Transcept Pharmaceuticals, Inc. (f/k/a Novacea, Inc.), a Delaware corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 1003 W. Cutting Blvd., Suite 110, Pt. Richmond, California 94804.

Item 5.  Interest in Securities of the Issuer.

The percentages herein are calculated based upon the 13,373,796 shares of Common Stock issued and outstanding as of November 11, 2009 as reported on the Issuer’s Quarterly Report for the fiscal quarter ended September 30, 2009 filed with the Securities and Exchange Commission by the Issuer on November 16, 2009.

On May 15, 2006, (i) 279,364 shares of Series A-1 and Series A-2 Preferred Stock were converted into Common Stock, of which (a) all may be deemed to be beneficially owned by Moorin, Schreiber and Associates II and (b) 267,994 are owned by Investment II and 11,370 are owned by Advisors Fund; (ii) 435,539 shares of Series B Preferred Stock were converted into Common Stock, of which (a) all may be deemed to be beneficially owned by Moorin, Schreiber and Associates II and (b) 417,813 are owned by Investments II and 17,726 are owned by Advisors Fund; and (iii) 476,393 shares of Series C Preferred Stock were converted into Common Stock, of which (a) all may be deemed to be beneficially owned by Moorin, Schreiber and Associates II and (b) 457,005 are owned by Investments II and 19,388 are owned by Advisors Fund.  All preferred stock was convertible on a 1-for-1 basis.

On May 15, 2006, in connection with the IPO, 384,615 shares of Common Stock were purchased for $6.50 per shares, all of which may be deemed to be beneficially owned by Moorin, Schreiber and Associates II and of which 368,961 of which are owned by Investments II and 15,654 are owned by Advisors Fund.

On May 9, 2006, stock options were granted to Moorin for 12,500 shares at an exercise price of $6.50 per share, which options are immediately exercisable.

In September 2007, Moorin concluded his service as a member of the Issuer’s Board of Directors, and any remaining stock options awarded to Moorin terminated in accordance with their terms. During the period August 3-28, 2009, the Reporting Persons sold all of the shares of Common Stock owned by them in open market transactions for prices ranging from $8.79 to $10.17
 

 
 
 
CUSIP No. 89354 M 10 6
13D
Page 8 of 9 Pages
 
 
per share. Thereafter and currently, the Reporting Persons beneficially own  no securities of the Issuer.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the reporting persons, or between the reporting persons and any other person, with respect to securities of the issuer.
 
Item 7.  Material to be filed as Exhibits.
 
 
24.1
Power of Attorney (previously filed)
 
 
99.2
Joint Filing Agreement (previously filed)
 

 
 

 
CUSIP No. 89354 M 10 6
13D
Page 9 of 9 Pages



SIGNATURES
 
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.
 
Date:  February 9, 2010
 
 
ProQuest Investments II, L.P.
 
 
By: ProQuest Associates II LLC, as
    General Partner
 
 
By:/s/ Pasquale DeAngelis                                                                  
Pasquale DeAngelis, Managing Member
 
 
   
 
ProQuest Investments II Advisors Fund II, L.P.
 
 
By:  ProQuest Associates II LLC, as
    General Partner
 
 
By:/s/ Pasquale DeAngelis                                                                     
Pasquale DeAngelis, Managing Member
 
   
 
ProQuest Associates II LLC
 
 
By:/s/ Pasquale DeAngelis                                                                    
Pasquale DeAngelis, Managing Member
 
 
 
          *                                      
Jay Moorin, individually
 
 
 
           *                                               
Alain Schreiber, individually
 
*By:/s/ Pasquale DeAngelis                                                 
 
Pasquale DeAngelis, Attorney-in-Fact
Power of attorney filed as an exhibit hereto
 




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