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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

ROBERTSON REBECCA B

(Last)

(First)

(Middle)

VERSANT VENTURE CAPITAL II, L.P.

3000 SAND HILL RD, BLDG FOUR, SUITE 210

(Street)

MENLO PARK

94025

(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)

Director	X	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)

	Form filed by One Reporting Person
X	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		9,753	A	⁽¹⁾	0	I	By Versant Side⁽²⁾
Common Stock, par value $0.001	05/15/2006		C		6,458	A	⁽³⁾	16,211	I	By Versant Side⁽²⁾
Common Stock, par value $0.001	05/15/2006		C		1,091,292	A	⁽¹⁾	0	I	By Versant Capital⁽⁴⁾
Common Stock, par value $0.001	05/15/2006		C		722,683	A	⁽³⁾	0	I	By Versant Capital⁽⁴⁾
Common Stock, par value $0.001	05/15/2006		P		230,769	A	⁽⁷⁾	2,044,744	I	By Versant Affiliates⁽⁴⁾
Common Stock, par value $0.001	05/15/2006		C		13,713	A	⁽³⁾	13,713	I	By Versant Affiliates⁽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 B Preferrd Stock	⁽¹⁾	05/15/2006		C			9,753	⁽¹⁾	⁽⁶⁾	Common Stock	9,753	⁽¹⁾	0	I	By Versant Side⁽²⁾
Series C Preferrd Stock	⁽³⁾	05/15/2006		C			6,458	⁽³⁾	⁽⁶⁾	Common Stock	6,458	⁽³⁾	0	I	By Versant Side⁽²⁾
Series B Preferrd Stock	⁽¹⁾	05/15/2006		C			1,091,292	⁽¹⁾	⁽⁶⁾	Common Stock	1,091,292	⁽¹⁾	0	I	By Versant Capital⁽⁴⁾
Series C Preferrd Stock	⁽³⁾	05/15/2006		C			722,683	⁽³⁾	⁽⁶⁾	Common Stock	722,683	⁽³⁾	0	I	By Versant Capital⁽⁴⁾
Series C Preferrd Stock	⁽³⁾	05/15/2006		C			13,713	⁽³⁾	⁽⁶⁾	Common Stock	13,713	⁽³⁾	0	I	By Versant Affiliates⁽⁵⁾

1. Name and Address of Reporting Person^*

ROBERTSON REBECCA B

(Last)

(First)

(Middle)

VERSANT VENTURE CAPITAL II, L.P.

3000 SAND HILL RD, BLDG FOUR, SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LINK WILLIAM J PHD

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, #4-210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Warden Charles M

(Last)

(First)

(Middle)

3000 SAND HILL RD., #4-210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Bolzon Bradley J PhD

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG. 4, STE. 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each one share of Series B Preferred Stock automatically converted into one share of Common Stock upon the closing of the Issuer's initial public offering.

2. The shares are owned directly by Versant Side Fund II, L.P. ("Versant Side"). Reporting Person is a managing member of Versant LLC ("Versant LLC"), which is the general partner of Versant Side. Reporting Person disclaims beneficial ownership of the shares held by Versant Side except to the extent of any indirect pecuniary interest therein and the inclusion of these shares shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.

3. Each one share of Series C Preferred Stock automatically converted into one share of Common Stock upon the closing of the Issuer's initial public offering.

4. The shares are owned directly by Versant Venture Capital II, L.P. ("Versant Capital"). Reporting Person is a managing member of Versant LLC, which is the general partner of Versant Capital. Reporting Person disclaims beneficial ownership of the shares held by Versant Capital except to the extent of any indirect pecuniary interest therein and the inclusion of these shares shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.

5. The shares are owned directly by Versant Affiliates Fund II-A, L.P. ("Versant Affiliates"). Reporting Person is a managing member of Versant Venture II, LLC, which is the general partner of Versant Affiliates. Reporting Person disclaims beneficial ownership of the shares held by Versant Affiliates except to the extent of any indirect pecuniary interest therein and the inclusion of these shares shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.

6. Expiration date is irrelevant.

7. Versant Capital purchased an additional 230,769 shares of Issuer's Common Stock in connection with the IPO at the offering price of $6.50 per share.

	/s/ Rebecca B. Robertson	05/15/2006
	/s/ William J. Link	05/15/2006
	/s/ Charles M. Warden	05/15/2006
	/s/ Bradley J. Bolzon	05/15/2006
	** 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 4 (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.