-----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, KctMMDibshYXC+JkJrZeg0HMVzOe5aBlPqGbKBHQJmTYxmsllv0yuOPzTFfmQ/ps dGIm7TkuR09Lmva7CHf3JQ== 0001104659-10-012570.txt : 20100308 0001104659-10-012570.hdr.sgml : 20100308 20100305220006 ACCESSION NUMBER: 0001104659-10-012570 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100308 DATE AS OF CHANGE: 20100305 GROUP MEMBERS: DANIEL K. TURNER, III GROUP MEMBERS: HOWARD D. PALEFSKY GROUP MEMBERS: JOHN SAVARESE, M.D. GROUP MEMBERS: MANISH CHAPEKAR GROUP MEMBERS: MONTREUX EQUITY MANAGEMENT II SBIC, LLC GROUP MEMBERS: MONTREUX EQUITY MANAGEMENT III SBIC, LLC GROUP MEMBERS: MONTREUX EQUITY MANAGEMENT IV, LLC GROUP MEMBERS: MONTREUX EQUITY PARTNERS III SBIC, L.P. GROUP MEMBERS: MONTREUX IV ASSOCIATES, L.L.C. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MONTREUX EQUITY PARTNERS II SBIC LP CENTRAL INDEX KEY: 0001277894 IRS NUMBER: 770530710 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 2500 SAND HILL ROAD STREET 2: SUITE 215 CITY: MENLO PARK STATE: CA ZIP: 94025 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-81821 FILM NUMBER: 10662211 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 SC 13D 1 a10-5215_1sc13d.htm SC 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

 

SCHEDULE 13D
(Rule 13d-101)

 

 

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)

 

89354M 10 6

(CUSIP Number)

 

Daniel K. Turner III

3000 Sand Hill Road

Building 1, Suite 260

Menlo Park, CA 94025-7073

(650) 234-1200

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

January 30, 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 which 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 o.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 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.   89354M 10 6

 

 

1.

Name of Reporting Person
Montreux Equity Partners II SBIC, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 x (1)

 

 

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)     o

 

 

6.

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
554,706 shares of Common Stock (See Item 5)

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
554,706 shares of Common Stock (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
554,706 shares of Common Stock (See Item 5)

 

 

12.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

13.

Percent of Class Represented by Amount in Row (9)
4.2% (See Item 5)

 

 

14.

Type of Reporting Person
PN

 


(1)   This Schedule 13D is filed by Montreux Equity Partners II SBIC, L.P., Montreux Equity Partners III SBIC, L.P., Montreux IV Associates L.L.C., Montreux Equity Management II SBIC, LLC, Montreux Equity Management III SBIC, LLC, Montreux Equity Management IV, LLC, John Savarese, M.D., Manish Chapekar, Howard D. Palefsky and Daniel K. Turner, III (collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

2



 

CUSIP No.   89354M 10 6

 

 

1.

Name of Reporting Person
Montreux Equity Partners III SBIC, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 x (1)

 

 

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)     o

 

 

6.

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
652,318 shares of Common Stock (See Item 5)

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
652,318 shares of Common Stock (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
652,318 shares of Common Stock (See Item 5)

 

 

12.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

13.

Percent of Class Represented by Amount in Row (9)
4.9% (See Item 5)

 

 

14.

Type of Reporting Person
PN

 


(1)   This Schedule 13D is filed by Montreux Equity Partners II SBIC, L.P., Montreux Equity Partners III SBIC, L.P., Montreux IV Associates L.L.C., Montreux Equity Management II SBIC, LLC, Montreux Equity Management III SBIC, LLC, Montreux Equity Management IV, LLC, John Savarese, M.D., Manish Chapekar, Howard D. Palefsky and Daniel K. Turner, III (collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

3



 

CUSIP No.   89354M 10 6

 

 

1.

Name of Reporting Person
Montreux IV Associates, L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 x (1)

 

 

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)     o

 

 

6.

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
58,178 shares of Common Stock (See Item 5)

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
58,178 shares of Common Stock (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
58,178 shares of Common Stock (See Item 5)

 

 

12.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

13.

Percent of Class Represented by Amount in Row (9)
0.4% (See Item 5)

 

 

14.

Type of Reporting Person
OO

 


(1)   This Schedule 13D is filed by Montreux Equity Partners II SBIC, L.P., Montreux Equity Partners III SBIC, L.P., Montreux IV Associates L.L.C., Montreux Equity Management II SBIC, LLC, Montreux Equity Management III SBIC, LLC, Montreux Equity Management IV, LLC, John Savarese, M.D., Manish Chapekar, Howard D. Palefsky and Daniel K. Turner, III (collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

4



 

CUSIP No.   89354M 10 6

 

 

1.

Name of Reporting Person
Montreux Equity Management II SBIC, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 x (1)

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
AF

 

 

5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
554,706 shares of Common Stock (See Item 5)

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
554,706 shares of Common Stock (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
554,706 shares of Common Stock (See Item 5)

 

 

12.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

13.

Percent of Class Represented by Amount in Row (9)
4.2% (See Item 5)

 

 

14.

Type of Reporting Person
OO

 


(1)   This Schedule 13D is filed by Montreux Equity Partners II SBIC, L.P., Montreux Equity Partners III SBIC, L.P., Montreux IV Associates L.L.C., Montreux Equity Management II SBIC, LLC, Montreux Equity Management III SBIC, LLC, Montreux Equity Management IV, LLC, John Savarese, M.D., Manish Chapekar, Howard D. Palefsky and Daniel K. Turner, III (collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

5



 

CUSIP No.   89354M 10 6

 

 

1.

Name of Reporting Person
Montreux Equity Management III SBIC, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 x (1)

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
AF

 

 

5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
652,318 shares of Common Stock (See Item 5)

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
652,318 shares of Common Stock (See Item 5

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
652,318 shares of Common Stock (See Item 5

 

 

12.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

13.

Percent of Class Represented by Amount in Row (9)
4.9% (See Item 5)

 

 

14.

Type of Reporting Person
OO

 


(1)   This Schedule 13D is filed by Montreux Equity Partners II SBIC, L.P., Montreux Equity Partners III SBIC, L.P., Montreux IV Associates L.L.C., Montreux Equity Management II SBIC, LLC, Montreux Equity Management III SBIC, LLC, Montreux Equity Management IV, LLC, John Savarese, M.D., Manish Chapekar, Howard D. Palefsky and Daniel K. Turner, III (collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

6



 

CUSIP No.   89354M 10 6

 

 

1.

Name of Reporting Person
Montreux Equity Management IV, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 x (1)

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
AF

 

 

5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
58,178 shares of Common Stock (See Item 5)

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
58,178 shares of Common Stock (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
58,178 shares of Common Stock (See Item 5)

 

 

12.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

13.

Percent of Class Represented by Amount in Row (9)
0.4% (See Item 5)

 

 

14.

Type of Reporting Person
OO

 


(1)   This Schedule 13D is filed by Montreux Equity Partners II SBIC, L.P., Montreux Equity Partners III SBIC, L.P., Montreux IV Associates L.L.C., Montreux Equity Management II SBIC, LLC, Montreux Equity Management III SBIC, LLC, Montreux Equity Management IV, LLC, John Savarese, M.D., Manish Chapekar, Howard D. Palefsky and Daniel K. Turner, III (collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

7



 

CUSIP No.   89354M 10 6

 

 

1.

Name of Reporting Person
John Savarese, M.D.

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 x (1)

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
AF

 

 

5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
58,178 shares of Common Stock (See Item 5)

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
58,178 shares of Common Stock (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
58,178 shares of Common Stock (See Item 5)

 

 

12.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

13.

Percent of Class Represented by Amount in Row (9)
0.4% (See Item 5)

 

 

14.

Type of Reporting Person
IN

 


(1)   This Schedule 13D is filed by Montreux Equity Partners II SBIC, L.P., Montreux Equity Partners III SBIC, L.P., Montreux IV Associates L.L.C., Montreux Equity Management II SBIC, LLC, Montreux Equity Management III SBIC, LLC, Montreux Equity Management IV, LLC, John Savarese, M.D., Manish Chapekar, Howard D. Palefsky and Daniel K. Turner, III (collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

8



 

CUSIP No.   89354M 10 6

 

 

1.

Name of Reporting Person
Manish Chapekar

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 x (1)

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
AF

 

 

5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
58,178 shares of Common Stock (See Item 5)

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
58,178 shares of Common Stock (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
58,178 shares of Common Stock (See Item 5)

 

 

12.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

13.

Percent of Class Represented by Amount in Row (9)
0.4% (See Item 5)

 

 

14.

Type of Reporting Person
IN

 


(1)   This Schedule 13D is filed by Montreux Equity Partners II SBIC, L.P., Montreux Equity Partners III SBIC, L.P., Montreux IV Associates L.L.C., Montreux Equity Management II SBIC, LLC, Montreux Equity Management III SBIC, LLC, Montreux Equity Management IV, LLC, John Savarese, M.D., Manish Chapekar, Howard D. Palefsky and Daniel K. Turner, III (collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

9



 

CUSIP No.   89354M 10 6

 

 

1.

Name of Reporting Person
Howard D. Palefsky

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 x (1)

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
AF

 

 

5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
1,265,202 shares of Common Stock (See Item 5)

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
1,265,202 shares of Common Stock (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,265,202 shares of Common Stock (See Item 5)

 

 

12.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

13.

Percent of Class Represented by Amount in Row (9)
9.5% (See Item 5)

 

 

14.

Type of Reporting Person
IN

 


(1)   This Schedule 13D is filed by Montreux Equity Partners II SBIC, L.P., Montreux Equity Partners III SBIC, L.P., Montreux IV Associates L.L.C., Montreux Equity Management II SBIC, LLC, Montreux Equity Management III SBIC, LLC, Montreux Equity Management IV, LLC, John Savarese, M.D., Manish Chapekar, Howard D. Palefsky and Daniel K. Turner, III (collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

10



 

CUSIP No.   89354M 10 6

 

 

1.

Name of Reporting Person
Daniel K. Turner, III

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 x (1)

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
AF

 

 

5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
1,265,202 shares of Common Stock (See Item 5

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
1,265,202 shares of Common Stock (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,265,202 shares of Common Stock (See Item 5)

 

 

12.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

13.

Percent of Class Represented by Amount in Row (9)
9.5% (See Item 5)

 

 

14.

Type of Reporting Person
IN

 


(1)   This Schedule 13D is filed by Montreux Equity Partners II SBIC, L.P., Montreux Equity Partners III SBIC, L.P., Montreux IV Associates L.L.C., Montreux Equity Management II SBIC, LLC, Montreux Equity Management III SBIC, LLC, Montreux Equity Management IV, LLC, John Savarese, M.D., Manish Chapekar, Howard D. Palefsky and Daniel K. Turner, III (collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

11



 

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 2                     Identity and Background.

 

Montreux Equity Partners II SBIC, L.P. (“MEP II”) is a California limited partnership whose principal business is making investments in the securities of other entities. The address of MEP II’s principal office is 2500 Sand Hill Road, Suite 215, Menlo Park, California 94025.

 

Montreux Equity Partners III SBIC, L.P. (“MEP III”) is a California limited partnership whose principal business is making investments in the securities of other entities. The address of MEP III’s principal office is 2500 Sand Hill Road, Suite 215, Menlo Park, California 94025.

 

Montreux IV Associates, L.L.C. (“Associates”) is a California limited liability company whose principal business is making investments in the securities of other entities. The address of Associates’ principal office is 2500 Sand Hill Road, Suite 215, Menlo Park, California 94025.

 

Montreux Equity Management II SBIC, LLC (“MEM II”) is a California limited liability company whose principal business is being the sole general partner of MEP II. The address of MEM II’s principal office is 2500 Sand Hill Road, Suite 215, Menlo Park, California 94025.

 

Montreux Equity Management III SBIC, LLC (“MEM III”) is a California limited liability company whose principal business is being the sole general partner of MEP III. The address of MEM III’s principal office is 2500 Sand Hill Road, Suite 215, Menlo Park, California 94025.

 

Montreux Equity Management IV, LLC (“MEM IV”) is a California limited partnership whose principal business is being the sole manager of Associates and other related investment entities.  The address of MEM IV’s principal office is 2500 Sand Hill Road, Suite 215, Menlo Park, California 94025.

 

John Savarese, M.D. (“Dr. Savarese”) is a managing member of MEM IV. The address of his principal office is 2500 Sand Hill Road, Suite 215, Menlo Park, California 94025. Dr. Savarese is a citizen of the United States.

 

Howard D. Palefsky (“Mr. Palefsky”) is a managing member of MEM II, MEM III and MEM IV. The address of his principal office is 2500 Sand Hill Road, Suite 215, Menlo Park, California 94025. Mr. Palefsky is a citizen of the United States.

 

Manish Chapekar (“Mr. Chapekar”) is a managing member of MEM IV. The address of his principal office is 2500 Sand Hill Road, Suite 215, Menlo Park, California 94025. Mr. Chapekar is a citizen of the United States.

 

12



 

Daniel K. Turner, III (“Mr. Turner”) is a managing member of MEM II, MEM III and MEM IV. The address of his principal office is 2500 Sand Hill Road, Suite 215, Menlo Park, California 94025. Mr. Turner is a citizen of the United States.

 

MEP II, MEP III, MEM II, MEM III, MEM IV, Associates, Mr. Palefsky, Mr. Chapekar, Mr. Turner and Dr. Savarese are referred to herein collectively, as the “Reporting Persons”. During the past five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), or (ii) was or is subject to judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws as a party to a civil proceeding of a judicial or administrative body of competent jurisdiction.

 

Item 3                     Source and Amount of Funds or Other Consideration.

 

On January 30, 2009, Novacea, Inc. (“Novacea”) completed its business combination with Transcept Pharmaceuticals, Inc. (“Transcept”) in accordance with the terms of the Agreement and Plan of Merger and Reorganization among Novacea, Pivot Acquisition, Inc., a wholly owned subsidiary of Novacea, and Transcept, dated as of August 29, 2008 (the “Agreement”), as amended on December 23, 2008 by the Amendment to Agreement and Plan of Merger and Reorganization (the “Amendment,” along with the Agreement, collectively, the “Merger Agreement”), pursuant to which Transcept became a wholly owned subsidiary of Novacea (the “Merger”). Also on January 30, 2009, in connection with the Merger, Novacea effected a 1-for-5 reverse stock split of its common stock, and the name of Novacea was changed to “Transcept Pharmaceuticals, Inc.”

 

Under the terms of the Merger Agreement, Novacea (now the Issuer) issued shares of Common Stock to the stockholders of Transcept, at the rate of 0.14134 shares of Common Stock for each share of Transcept common stock outstanding. In connection with the Merger Agreement, MEP II received a total of 570,249 shares of Common Stock in exchange for its holdings of Transcept, of which 536,749 shares are still owned by MEP II as of the date of this Statement, MEP III received a total of 667,861 shares of Common Stock in exchange for its holdings of Transcept, of which 634,361 shares are still owned by MEP III as of the date of this Statement, and Associates received a total of 67,232 shares of Common Stock in exchange for its holdings of Transcept, of which 58,178 shares are still owned by Associates as of the date of this Statement.  In addition, in connection with the Merger Agreement, all of the outstanding warrants to purchase preferred stock of Transcept were converted into warrants to purchase common stock of Novacea (now the Issuer).  MEP II received warrants to purchase 17,957 shares of Common Stock in exchange for its preferred stock warrants of Transcept and MEP III received warrants to purchase 17,957 shares of Common Stock in exchange for its preferred stock warrants of Transcept.

 

Item 4                     Purpose of Transaction

 

MEP II, MEP III and Associates acquired the Common Stock for investment purposes.  Depending on market conditions, their continuing evaluation of the business and prospects of the Issuer and other factors; MEP II and MEP III, Associates and other Reporting Persons may dispose of or acquire additional shares of the Issuer’s Common Stock.  Other than as described above and in this Statement, the Reporting Persons do not have any plans or proposals which relate to or would result in any of the following:

 

13



 

(a)           the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 

(b)           an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 

(c)           a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 

(d)           any change in the present board of directors or management of the Issuer;

 

(e)           any material change in the present capitalization or dividend policy of the Issuer;

 

(f)            any other material change in the Issuer’s business or corporate structure;

 

(g)           changes in the Issuer’s charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

 

(h)           causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i)            a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the 1934  Act; or

 

(j)            any action similar to any of those enumerated above.

 

Item 5                     Interest in Securities of the Issuer

 

(a)           There are 13,373,796 shares of Common Stock outstanding as of November 11, 2009, as reported by the Issuer in its quarterly report on Form 10-Q filed as of November 16, 2009.  The number and percentage of shares of Common Stock that may be deemed to be beneficially owned by each Reporting Person is as follows:

 

Reporting
Person

 

Aggregate number of Shares
Beneficially Owned

 

Percentage of
Aggregate Shares
Outstanding

 

MEP II

 

554,706

(1)

4.2

%(1)

MEP III

 

652,318

(2)

4.9

%(2)

Associates

 

58,178

 

0.4

%

MEM II

 

554,706

(1)

4.2

%(1)

MEM III

 

652,318

(2)

4.9

%(2)

MEM IV

 

58,178

(3)

0.4

%(3)

Dr. Savarese

 

58,178

(3)(6)

0.4

%(3)(6)

Mr. Chapekar

 

58,178

(3)(6)

0.4

%(3)(6)

Mr. Palefsky

 

1,265,202

(3)(4)(5)(6)

9.5

%(3)(4)(5)(6)

Mr. Turner

 

1,265,202

(3)(4)(5)(6)

9.5

%(3)(4)(5)(6)

 

14



 


(1)  Includes 536,749 shares of Common Stock held by MEP II and 17,957 shares of Common Stock issuable pursuant to fully exercisable warrants held by MEP II.  MEM II serves as the sole general partner of MEP II and owns no securities of the Issuer directly.  By reason of this relationship, MEP II may be deemed to share voting and dispositive power over the Common Stock listed as beneficially owned by MEP II.  MEM II disclaims beneficial ownership of such shares.

 

(2)  Includes 634,361 shares of Common Stock held by MEP III and 17,957 shares of Common Stock issuable pursuant to fully exercisable warrants held by MEP III.  MEM III serves as the sole general partner of MEP III and owns no securities of the Issuer directly.  By reason of this relationship, MEM III may be deemed to share voting and dispositive power over the Common Stock listed as beneficially owned by MEP III.  MEM III disclaims beneficial ownership of such shares.

 

(3)  MEM IV serves as manager of Associates.  By reason of this relationship, MEM IV may also be deemed to share voting and dispositive power over the Common Stock listed as beneficially owned by Associates.  MEM IV disclaims beneficial ownership of such shares.

 

(4)  Mr. Palefsky and Mr. Turner are directors and/or members of MEM II, which is the sole general partner of MEP II.  By reason of such relationships, Mr. Palefsky and Mr. Turner may be deemed to share voting and dispositive power over the Common Stock listed as beneficially owned by MEM II and MEP II.  Mr. Palefsky and Mr. Turner disclaim beneficial ownership of such shares.

 

(5)  Mr. Palefsky and Mr. Turner are directors and/or members of MEM III, which is the sole general partner of MEP III.  By reason of such relationships, Mr. Palefsky and Mr. Turner may be deemed to share voting and dispositive power over the Common Stock listed as beneficially owned by MEM III and MEP III.  Mr. Palefsky and Mr. Turner disclaim beneficial ownership of such shares.

 

(6)  Dr. Savarese, Mr. Chapekar, Mr. Palefsky and Mr. Turner are managing members of MEM IV, which serves as investment manager to Associates.  By reason of such relationships, Dr. Savarese, Mr. Chapekar, Mr. Palefsky and Mr. Turner may be deemed to share voting and dispositive power over the Common Stock listed as beneficially owned by Associates and MEM IV.  Dr. Savarese, Mr. Chapekar, Mr. Palefsky and Mr. Turner disclaim beneficial ownership of such shares.

 

(b) Number of shares and warrants as to which the person has:

 

Reporting Person

 

Sole Power to
Vote or Direct the
Vote

 

Shared Power to Vote or
Direct the Vote

 

Sole Power to
Dispose or Direct
Disposition

 

Shared Power to Dispose
or Direct Disposition

 

MEP II

 

0

 

554,706

(1)

0

 

554,706

(1)

MEP III

 

0

 

652,318

(2)

0

 

652,318

(2)

Associates

 

0

 

58,178

 

0

 

58,178

 

MEM II

 

0

 

554,706

(1)

0

 

554,706

(1)

MEM III

 

0

 

652,318

(2)

0

 

652,318

(2)

MEM IV

 

0

 

58,178

(3)

0

 

58,178

(3)

Dr. Savarese

 

0

 

58,178

(3)(6)

0

 

58,178

(3)(6)

Mr. Chapekar

 

0

 

58,178

(3)(6)

0

 

58,178

(3)(6)

Mr. Palefsky

 

0

 

1,265,202

(3)(4)(5)(6)

0

 

1,265,202

(3)(4)(5)(6)

Mr. Turner

 

0

 

1,265,202

(3)(4)(5)(6)

0

 

1,265,202

(3)(4)(5)(6)

 

15



 


(1)  Includes 536,749 shares of Common Stock held by MEP II and 17,957 shares of Common Stock issuable pursuant to fully exercisable warrants held by MEP II.  MEM II serves as the sole general partner of MEP II and owns no securities of the Issuer directly.  By reason of this relationship, MEP II may be deemed to share voting and dispositive power over the Common Stock listed as beneficially owned by MEP II.  MEM II disclaims beneficial ownership of such shares.

 

(2)  Includes 634,361 shares of Common Stock held by MEP III and 17,957 shares of Common Stock issuable pursuant to fully exercisable warrants held by MEP III.  MEM III serves as the sole general partner of MEP III and owns no securities of the Issuer directly.  By reason of this relationship, MEM III may be deemed to share voting and dispositive power over the Common Stock listed as beneficially owned by MEP III.  MEM III disclaims beneficial ownership of such shares.

 

(3)  MEM IV serves as manager of Associates.  By reason of this relationship, MEM IV may also be deemed to share voting and dispositive power over the Common Stock listed as beneficially owned by Associates.  MEM IV disclaims beneficial ownership of such shares.

 

(4)  Mr. Palefsky and Mr. Turner are directors and/or members of MEM II, which is the sole general partner of MEP II.  By reason of such relationships, Mr. Palefsky and Mr. Turner may be deemed to share voting and dispositive power over the Common Stock listed as beneficially owned by MEM II and MEP II.  Mr. Palefsky and Mr. Turner disclaim beneficial ownership of such shares.

 

(5)  Mr. Palefsky and Mr. Turner are directors and/or members of MEM III, which is the sole general partner of MEP III.  By reason of such relationships, Mr. Palefsky and Mr. Turner may be deemed to share voting and dispositive power over the Common Stock listed as beneficially owned by MEM III and MEP III.  Mr. Palefsky and Mr. Turner disclaim beneficial ownership of such shares.

 

(6)  Dr. Savarese, Mr. Chapekar, Mr. Palefsky and Mr. Turner are managing members of MEM IV, which serves as investment manager to Associates.  By reason of such relationships, Dr. Savarese, Mr. Chapekar, Mr. Palefsky and Mr. Turner may be deemed to share voting and dispositive power over the Common Stock listed as beneficially owned by Associates and MEM IV.  Dr. Savarese, Mr. Chapekar, Mr. Palefsky and Mr. Turner disclaim beneficial ownership of such shares.

 

(c)           The Reporting Persons have not effected any transactions in the Common Stock in the last 60 days.

 

(d)           Not applicable.

 

(e)           Not applicable.

 

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

 

Not Applicable.

 

16



 

Item 7                     Materials to be Filed as Exhibits.

 

Exhibit I     – Joint Filing Agreement, dated March 5, 2010, by and among MEP II, MEP III, Associates, MEM II, MEM III, MEM IV, Dr. Savarese, Mr. Chapekar, Mr. Palefsky and Mr. Turner.

 

Exhibit II   – Agreement and Plan of Merger and Reorganization dated as of August 29, 2008.*

 

Exhibit III  – Amendment to Agreement and Plan of Merger and Reorganization dated as of December 23, 2008.*

 


*  Incorporated by reference from the Registration Statement of the Issuer on Form S-4, file number 333,153844, as declared effective on December 29, 2008.

 

17



 

SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

Dated: March 5, 2010

 

 

 

MONTREUX EQUITY PARTNERS, II SBIC, L.P.

 

 

 

 

 

By MONTREUX EQUITY MANAGEMENT II SBIC, LLC, its general partner

 

 

 

 

 

 

 

 

By:

/s/ Daniel K. Turner III

 

 

 

Name: Daniel K. Turner III

 

 

 

Title: Managing Member

 

18



 

SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

Dated: March 5, 2010

 

 

 

MONTREUX EQUITY PARTNERS, III SBIC, L.P.

 

 

 

 

 

By MONTREUX EQUITY MANAGEMENT III SBIC, LLC, its general partner

 

 

 

 

 

 

 

 

By:

/s/ Daniel K. Turner III

 

 

 

Name: Daniel K. Turner III

 

 

 

Title: Managing Member

 

19



 

SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

Dated: March 5, 2010

 

 

 

MONTREUX EQUITY MANAGEMENT II SBIC, LLC

 

 

 

 

 

 

 

 

By:

/s/ Daniel K Turner III

 

 

 

Name: Daniel K. Turner III

 

 

 

Title: Managing Member

 

20



 

SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

Dated: March 5, 2010

 

 

 

MONTREUX EQUITY MANAGEMENT III SBIC, LLC

 

 

 

 

 

 

 

 

By:

/s/ Daniel K. Turner III

 

 

 

Name: Daniel K. Turner III

 

 

 

Title: Managing Member

 

21



 

SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

Dated: March 5, 2010

 

 

 

MONTREUX IV ASSOCIATES, L.L.C.

 

 

 

 

 

 

 

 

By MONTREUX EQUITY MANAGEMENT IV, LLC, its manager

 

 

 

 

 

 

 

 

By:

/s/ Daniel K. Turner III

 

 

 

Name: Daniel K. Turner III

 

 

 

Title: Managing Member

 

22



 

SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

Dated: March 5, 2010

 

 

 

 

MONTREUX EQUITY MANAGEMENT IV, LLC

 

 

 

 

 

By:

/s/ Daniel K. Turner III

 

 

Name: Daniel K. Turner III

 

 

Title: Managing Member

 

23



 

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

Dated: March 5, 2010

 

 

 

 

JOHN SAVARESE, M.D.

 

 

 

 

 

/s/ John Savarese, M.D.

 

24



 

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

Dated: March 5, 2010

 

 

 

 

MANISH CHAPEKAR

 

 

 

 

 

/s/ Manish Chapekar

 

25



 

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

Dated: March 5, 2010

 

 

 

 

HOWARD D. PALEFSKY

 

 

 

 

 

/s/ Howard D. Palefsky

 

26



 

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

Dated: March 5, 2010

 

 

 

 

DANIEL K. TURNER III

 

 

 

 

 

/s/ Daniel K. Turner III

 

27



 

Exhibit I

 

AGREEMENT REGARDING

THE JOINT FILING OF SCHEDULE 13D

 

The undersigned hereby agree as follows:

 

(i)            Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and

 

(ii)           Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

Dated:  March 5, 2010

 

 

MONTREUX EQUITY PARTNERS II SBIC, L.P

 

 

 

BY:

Montreux Equity Management II SBIC, LLC, its General Partner

 

 

 

 

 

By:

/s/Daniel K. Turner III

 

 

Daniel K. Turner III

 

 

Managing Member

 

 

 

MONTREUX EQUITY MANAGEMENT II SBIC, LLC

 

 

 

 

 

By:

/s/Daniel K. Turner III

 

 

Daniel K. Turner III

 

 

Managing Member

 

 

 

MONTREUX EQUITY PARTNERS III SBIC, L.P

 

 

 

BY:

Montreux Equity Management III SBIC, LLC, its General Partner

 

 

 

 

 

 

 

By:

/s/Daniel K. Turner III

 

 

Daniel K. Turner III

 

 

Managing Member

 

28



 

 

MONTREUX EQUITY MANAGEMENT III SBIC, LLC

 

 

 

 

 

By:

/s/Daniel K. Turner III

 

 

Daniel K. Turner III

 

 

Managing Member

 

 

 

MONTREUX IV ASSOCIATES, L.L.C.

 

 

 

BY:

Montreux Equity Management IV, LLC, its manager

 

 

 

 

 

By:

/s/Daniel K. Turner III

 

 

Daniel K. Turner III

 

 

Managing Member

 

 

 

MONTREUX EQUITY MANAGEMENT IV, LLC

 

 

 

 

 

By:

/s/Daniel K. Turner III

 

 

Daniel K. Turner III

 

 

Managing Member

 

 

 

JOHN SAVARESE, M.D.

 

 

 

 

 

/s/ John Savarese, M.D.

 

 

 

 

 

MANISH CHAPEKAR

 

 

 

 

 

/s/ Manish Chapekar

 

 

 

 

 

HOWARD D. PALEFSKY

 

 

 

 

 

/s/ Howard D. Palefsky

 

 

 

 

 

DANIEL K. TURNER, III

 

 

 

 

 

/s/ Daniel K Turner III

 

29


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