Schedule 13D
Item 1. Security and Issuer.
This statement relates to the Common Stock, $0.001 par value (the “Common Stock”) of Transcept Pharmaceuticals, Inc. (the “Issuer”) having its principal executive office at 1003 W. Cutting Blvd., Suite 110, Point Richmond, CA 94804.
Item 2. Identity and Background.
This statement is being filed by New Enterprise Associates 12, Limited Partnership (“NEA 12”), NEA Partners 12, Limited Partnership (“NEA Partners 12”), which is the sole general partner of NEA 12, NEA 12 GP, LLC (“NEA 12 GP”), which is the sole general partner of NEA Partners 12, New Enterprise Associates 10, Limited Partnership (“NEA 10”), NEA Partners 10, Limited Partnership (“NEA Partners 10”), which is the sole general partner of NEA 10, and Michael James Barrett (“Barrett”), Peter J. Barris (“Barris”), Forest Baskett (“Baskett”), Ryan D. Drant (“Drant”), Patrick J. Kerins (“Kerins”), Krishna S. Kolluri (“Kolluri”) and Scott D. Sandell (“Sandell”) (collectively, the “Managers”) and C. Richard Kramlich (“Kramlich”), Charles M. Linehan (“Linehan”), Charles W. Newhall III (“Newhall”), Mark W. Perry (“Perry”) and Eugene A. Trainor III (“Trainor”). The Managers are the individual managers of NEA 12 GP. Barrett, Barris and Sandell (the “NEA 10 Managers”) are also individual general partners of NEA Partners 10. The persons named in this paragraph are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”
The address of the principal business office of NEA 12, NEA Partners 12, NEA 12 GP, NEA 10 and NEA Partners 10 is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, Maryland 21093. The address of the principal business office of Baskett, Kolluri and Sandell is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Barrett, Barris, Drant and Kerins is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815.
The principal business of NEA 12 and NEA 10 is to invest in growth-oriented businesses. The principal business of NEA Partners 12 is to act as the general partner of NEA 12. The principal business of NEA 12 GP is to act as the general partner of NEA Partners 12. The principal business of NEA Partners 10 is to act as the general partner of NEA 10. The principal business of each of the Managers is to act as managers of NEA 12 GP, NEA Partners 10 (in the case of the NEA 10 Managers) and a number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a 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.
Each of NEA 12, NEA Partners 12, NEA 10 and NEA Partners 10 is a limited partnership organized under the laws of the State of Delaware. NEA 12 GP is a limited liability company organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
| CUSIP No. 89354M106 |
13D |
Page 3 of 9 Pages |
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
Not applicable.
Item 5. Interest in Securities of the Issuer.
Each of the Reporting Persons has ceased to beneficially own more than five percent of the Common Stock of the Issuer.
Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 – Agreement regarding filing of joint Schedule 13D.
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.