X0303 4 2009-08-27 0 0001124105 TARGACEPT INC TRGT 0001295829 Caldwell William S C/O TARGACEPT, INC. 200 EAST FIRST STREET, SUITE 300 WINSTON-SALEM NC 27101 0 1 0 0 VP - Drug Discovery and Dev. Common Stock 2009-08-27 4 M 0 1600 1.75 A 9335 D Common Stock 2009-08-27 4 S 0 1600 14.0039 D 7735 D Common Stock 2009-08-28 4 M 0 500 1.75 A 8235 D Common Stock 2009-08-28 4 S 0 500 14.08 D 7735 D Common Stock 2009-08-28 4 M 0 4900 1.75 A 12635 D Common Stock 2009-08-28 4 S 0 4900 14.5049 D 7735 D Stock Option (Right to Buy) 1.75 2009-08-27 4 M 0 1600 0 D 2013-01-30 Common Stock 1600 500 D Stock Option (Right to Buy) 1.75 2009-08-28 4 M 0 500 0 D 2013-01-30 Common Stock 500 0 D Stock Option (Right to Buy) 1.75 2009-08-28 4 M 0 4900 0 D 2013-10-30 Common Stock 4900 17055 D This option vested in installments and became vested in full upon completion of the issuer's initial public offering. Does not include 10,750 shares subject to the unexercised portion of this option for which the exercise price is $5.10 per share. This option vested in installments and became vested in full on September 30, 2007. Does not include 23,089 shares subject to the unexercised portion of this option for which the exercise price is $5.10 per share. The shares covered by this Form 4 have been sold pursuant to a Rule 10b5-1 Sales Plan dated March 14, 2008, which is intended to comply with Rule 10b5-1(c) promulgated under the Securities Exchange Act of 1934, as amended. /s/ Peter A. Zorn, Attorney-in-Fact for William S. Caldwell 2009-08-31