Transcept Pharmaceuticals, Inc.
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Common Stock, par value $0.001 per share
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89354M106
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December 31, 2012
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CUSIP No. 89354M106
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13G
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Page 2 of 7 Pages
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1.
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Name of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only).
Roumell Asset Management, LLC (“RAM”)
52-2145132
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2.
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Check the Appropriate Box if a Member of a Group
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(a)o
(b)o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Maryland
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
106,000*
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6.
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Shared Voting Power
840,790
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7.
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Sole Dispositive Power
106,000*
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8.
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Shared Dispositive Power
840,790
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
946,790
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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o Not Applicable
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11.
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Percent of Class Represented by Amount in Row (9)
Approximately 5.1% (based on the 18,618,623 shares of common stock outstanding as of November 9, 2012, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
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12.
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Type of Reporting Person
IA
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CUSIP No. 89354M106
|
13G
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Page 3 of 7 Pages
|
1.
|
Name of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only).
James C. Roumell (“Roumell”)
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2.
|
Check the Appropriate Box if a Member of a Group
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(c)o
(d)o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
U.S.A.
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
115,460*
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||
6.
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Shared Voting Power
840,790**
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7.
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Sole Dispositive Power
115,460*
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|||
8.
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Shared Dispositive Power
840,790**
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|||
9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
956,250**
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10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|||
o Not Applicable
|
||||
11.
|
Percent of Class Represented by Amount in Row (9)
Approximately 5.1% (based on the 18,618,623 shares of common stock outstanding as of November 9, 2012, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
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12.
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Type of Reporting Person
IN
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**
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Roumell is the President of RAM and holds a controlling percentage of its outstanding voting securities and, as a result of his position with and ownership of securities of RAM, Roumell could be deemed the beneficial owner of the shares held by RAM.
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CUSIP No. 89354M106
|
13G
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Page 4 of 7 Pages
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Item 1(a).
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Name of Issuer:
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Transcept Pharmaceuticals, Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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1003 W. Cutting Blvd., Suite #110
Pt. Richmond, CA 94804
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Item 2(a).
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Name of Persons Filing:
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1. Roumell Asset Management, LLC
2. James C. Roumell
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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2 Wisconsin Circle, Suite 660, Chevy Chase, MD 20815
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Item 2(c).
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Citizenship:
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1. RAM – Maryland
2. Roumell – U.S.A.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.001 per share
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Item 2(e).
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CUSIP Number:
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89354M106
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Item 3.
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If this statement is filed pursuant to Rule 13(d)-1(b), or 13(d)-2(b), or (c), check whether the person filing is a:
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(a)
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o
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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o
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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o
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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o
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Investment company registered under Section 8 of the Investment Company Act of 1940.
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(f)
|
o
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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x*
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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o
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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o
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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o
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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*
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RAM is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Roumell is the President of RAM and holds a controlling percentage of its outstanding voting securities. Roumell is joining in this filing on Schedule 13G pursuant to Rule 13d-1(k)(1).
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CUSIP No. 89354M106
|
13G
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Page 5 of 7 Pages
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(a)
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Amount beneficially owned:
|
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See Items 5-11 on the cover sheets of this Schedule 13G.
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(b)
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Percent of class:
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Approximately 5.1% (based on the 18,618,623 shares of common stock outstanding as of November 9, 2012, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
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(c)
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Number of shares as to which each person has:
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(i)
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Sole power to vote or to direct the vote
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115,460 (includes 9,460 shares
held by Roumell)
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(ii)
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Shared power to vote or to direct the vote
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840,790
(through RAM)
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(iii)
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Sole power to dispose or to direct the disposition of
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115,460 (includes 9,460 shares
held by Roumell)
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(iv)
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Shared power to dispose or to direct the disposition of
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840,790
(through RAM)
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Item 8.
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Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution Group.
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CUSIP No. 89354M106
|
13G
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Page 6 of 7 Pages
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Item. 10.
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Certification.
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CUSIP No. 89354M106
|
13G
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Page 7 of 7 Pages
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SIGNATURES
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February 4, 2013
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(Date)
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/s/ James C. Roumell
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(Signature)
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Roumell Asset Management, LLC
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By: James C. Roumell, President
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(Name/Title)
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February 4, 2013
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(Date)
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/s/ James C. Roumell
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(Signature)
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James C. Roumell
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(Name)
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By:
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/s/ James C. Roumell | |
James C. Roumell | |||
ROUMELL ASSET MANAGEMENT, LLC | |||
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By:
|
/s/ James C. Roumell | |
James C. Roumell, President | |||