SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13D/A

(Amendment No. 4)

Under the Securities Exchange Act of 1934

 Transcept Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

89354M106 

(CUSIP Number)

James C. Roumell

Roumell Asset Management, LLC

2 Wisconsin Circle, Suite 660

Chevy Chase, MD  20815

 (301) 656-8500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 December 3, 2013

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  x

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 (“Act”) 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. 892918103   13D/A   Page 2 of 3 Pages

This Amendment No. 4 (this “Amendment”) is being filed solely to update the materials filed as exhibits.  This Amendment amends, and to the extent inconsistent with, supersedes the disclosures in the Schedule 13D filed September 4, 2013 (the “Original 13D”), as amended by Amendment No. 1 on Schedule 13D/A filed September 19, 2013 (“Amendment No. 1), Amendment No. 2 filed October 3, 2013 (“Amendment No. 2”) and Amendment No. 3 filed on October 7, 2013, in each case by Roumell Asset Management, LLC and James C. Roumell (the “Reporting Persons”).

Item 4.  Purpose of Transaction.

The Reporting Persons acquired shares of the common stock of the Issuer as part of their ordinary course of business for investment purposes, based on their belief that the Issuer’s stock is undervalued and represents an attractive investment opportunity.  As of September 2, 2013, the Reporting Persons decided to discuss factors contributing to the current undervaluation of the Issuer’s stock and new strategies to create and maximize value for the Issuer’s stockholders directly with the Issuer’s management and its  board of directors (the “Board”).  Accordingly, the Reporting Persons sent a letter, dated September 4, 2013, to the Issuer’s board of directors.  A copy of this letter was filed with the Original 13D as Exhibit 7.02.  The Reporting Persons also have had discussions with third parties and other stockholders.

In light of the publicly announced offer by Retrophin, Inc. to purchase the shares of Issuer’s common stock not owned by Retrophin, the Reporting Persons sent another letter, dated September 19, 2013, to the Issuer’s board of directors.  A copy of this letter was filed with Amendment No. 1as Exhibit 7.04.

On October 3, 2013, pursuant to Article V, Section B(4)(iv) of the Issuer’s amended and restated certificate of incorporation, as filed with the SEC, the Reporting Persons, Retrophin and SC Fundamental Value Fund, L.P. requested that the Board call a special meeting for the purpose of (1) voting on the so-called tax benefit preservation plan adopted by the Board on September 13, 2013, and (2) removing from the Board, without cause, Christopher B. Ehrlich, Glenn A. Oclassen, Jake R. Nunn, G. Kirk Raab and any person nominated appointed or otherwise elected to the Board after October 3, 2013 and prior to the special meeting.  The Reporting Persons also sent a separate letter to the Board regarding the Issuer’s recent announcement that it had entered into a license agreement with Shin Nippon Biomedical Laboratories, Ltd., a Japanese corporation.  A copy of this letter was filed with Amendment No. 2 as Exhibit 7.05.

On December 3, 2013, in accordance with Article II, Section 2.4(ii) of Issuer’s bylaws, as filed with the SEC, the Reporting Persons nominated Gerald Hellerman and Matthhew M. Loar as candidates to serve as members of the Board.  A copy of this letter is being filed with this Amendment as Exhibit 7.07 and is incorporated herein by reference.

The Reporting Persons, in the ordinary course of business, regularly review their equity interest in the Issuer.  The Reporting Persons have no current intention to purchase additional securities of the Issuer.  While the Reporting Persons have no present intention to dispose of all or any portion of the shares of Issuer common stock beneficially owned by them, Roumell Asset Management may be required to sell shares of the Issuer’s common stock from time to time to accommodate client requests to transfer or liquidate their accounts.  Any such sales of securities of the Issuer may be in the open market, privately negotiated transactions or otherwise.

Depending on their assessment of the foregoing factors, the Reporting Persons may, from time to time, modify their present intention as stated in this Item 4.

Except as set forth above, the Reporting Persons do not have at this time any specific plans which would result in (a) the acquisition by the Reporting Persons of additional securities of the Issuer or the disposition by the Reporting Persons of securities of the Issuer; (b) any extraordinary corporate transactions such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) any sale or transfer of a material

  CUSIP No. 892918103   13D/A   Page 3 of 3 Pages

amount of the assets of the Issuer or of any of its subsidiaries; (d) any change in the present management or board of directors, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board of directors; (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) any change in the Issuer’s charter or bylaws which may impede the acquisition of control of the Issuer by any person; (h) the Issuer’s common stock being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system or a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to those enumerated above.

Item 7.  Material to be Filed as Exhibits.

Exhibit 7.01 Form of Roumell Asset Management, LLC Investment Advisory Agreement (incorporated by reference to Exhibit 7.01 filed with the Original 13D).

Exhibit 7.02 Letter to the Board of Directors of Transcept Pharmaceuticals Inc. dated September 4, 2013 (incorporated by reference to Exhibit 7.02 filed with the Original 13D).

Exhibit 7.03 Joint Filing Agreement by and among the Reporting Persons, dated September 4, 2013 (incorporated by reference to Exhibit 7.0 filed with the Original 13D).

Exhibit 7.04 Letter to the Board of Directors of Transcept Pharmaceuticals Inc. dated September 19, 2013 (incorporated by reference to Exhibit 7.04 filed with Amendment No. 1).

Exhibit 7.05 Letter to the Board of Directors of Transcept Pharmaceuticals Inc. dated October 3, 2013 (incorporated by reference to Exhibit 7.04 filed with Amendment No. 2).

Exhibit 7.06 Letter to Transcept Pharmaceuticals Inc. dated October 3, 2013 (incorporated by reference to Exhibit A to Amendment No. 2 on Schedule 13D/A filed by SC Fundamental Value Fund L.P. on October 4, 2013).

Exhibit 7.07 Letter to the Board of Directors of Transcept Pharmaceuticals Inc. dated December 3, 2013.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned Reporting Persons certifies that the information set forth in this statement with respect to him or it, as applicable, is true, complete and correct.

Date: December 3, 2013	By:	/s/ James C. Roumell
		James C. Roumell

	Roumell Asset Management, LLC
Date: December 3, 2013	By:	/s/ James C. Roumell
		James C. Roumell, President

EX-7.07

Exhibit 7.07

ROUMELL ASSET MANAGEMENT, LLC

2 Wisconsin Circle, Suite 600

Chevy Chase, Maryland  20815

(301) 656-8500

December 3, 2013

Secretary and Board of Directors

Transcept Pharmaceuticals, Inc.

1003 W. Cutting Blvd., Suite #110

Point Richmond, CA 94804

Gentlemen,

Roumell Asset Management, LLC, Transcept’s largest shareholder, would like to nominate two highly-qualified individuals to serve as members of the company’s board of directors.  We request that these individuals be nominated for election to the board and included in the company’s proxy materials for its next annual meeting of shareholders in 2014.

Mr. Matthew Loar and Mr. Gerald Hellerman are eminently qualified to join Transept’s board.  Each has the requisite experience to add tremendous value to Transcept’s stated goal of maximizing shareholder value in a timely manner.  Mr. Loar has ten years’ experience as a CFO with publicly-traded biopharmaceutical companies.  Mr. Loar has been a key player in completing a number of corporate collaborations for drugs in development, renegotiating existing agreements and, in two instances, assuming all operating responsibilities of CEO.  Mr. Loar is 50 years of age and his current work and residence address is 322 Castilian Way, San Mateo, California, 94402.  His principal occupation currently is an independent financial consultant, and he also serves on the board of Neurobiological Technologies, Inc.  Mr. Loar beneficially owns 54,755 shares of Transcept’s common stock.

Mr. Hellerman is 76 years of age and has a long and highly distinguished career that has included extensive private and governmental experience.  He received a number of performance awards at the U.S. Department of Justice (“DOJ”), where he served as the Chief Financial Analyst for the Antitrust Division and provided financial and corporate assistance to other DOJ Divisions.  Mr. Hellerman currently sits on the boards of five companies and has extensive experience chairing company audit committees.  Mr. Hellerman’s work and residence address is 5431 NW 21st Avenue, Boca Raton, Florida, 33496.  He has been Managing Director of Hellerman Associates for approximately 20 years.  Hellerman Associates has provided financial consulting and litigation support services, including expert testimony to law firms, investors, DOJ, the Internal Revenue Service and the Department of Commerce.  Assignments have included financial and corporate analysis, corporate control, divesture, valuation, bankruptcy reorganization and fraudulent transfer issues.  Mr. Hellerman does not beneficially own any Transcept securities.

We are separately sending you questionnaires completed by each of Mr. Loar and Mr. Hellerman, which contain all of the information you should need to determine their respective qualifications and

independence.  In the questionnaires, both have consented to being named in the company’s proxy materials and agreed to serve as members of the company’s board of directors if elected.  Mr. Loar and Mr. Hellerman are willing to speak or meet with members of the company’s board of directors, particularly members of the Nominating and Corporate Governance Committee.  Please note that there are no arrangements or understandings between Mr. Loar and Mr. Hellerman or among Mr. Loar, Mr. Hellerman and Roumell Asset Management with respect to serving on the Transcept board, other than their willingness to serve at our request.

As indicated on our Form 4 filed on November 27, 2013 and submitted to the company on that date, Roumell Asset Management beneficially owns over 1.9 million Transcept shares and has beneficially owned over 5% of the company’s outstanding shares for more than a year.  Other than shares sold or transferred at the request of clients, Roumell Asset Management currently intends to hold its Transcept shares  through the date of the next annual meeting of shareholders.

Sincerely,

ROUMELL ASSET MANGAGEMENT, LLC

/s/ James C. Roumell            

James C. Roumell, President