X0306 4 2013-11-21 0 0001124105 TARGACEPT INC TRGT 0001237289 SANDELL SCOTT D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 Common Stock 2013-11-21 4 S 0 5333 5.1627 D 1000 I See Note 2 Common Stock 4563512 I See Note 3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.11 to $5.22, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (1) to this Form 4. The Reporting Person is a member of New Enterprise Associates, LLC, which is the sole owner of New Enterprise Associates, Inc. (formerly NEA Development Corp.), the beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, of the securities held by New Enterprise Associates, Inc., except to the extent of his pecuniary interest therein. The Reporting Person is a general partner of NEA Partners 10, Limited Partnership, which is the sole general partner of New Enterprise Associates 10, Limited Partnership, ("NEA 10") the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of the shares held by NEA 10, except to the extent of his pecuniary interest therein. /s/ Sasha Keough, attorney-in-fact 2013-11-22