-----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, BcjGGxyTP0OcUu5vjjgXTS7beZ3CCZTddxHyyD1iMFDL+c25z5CFPzP4P3zFp39M 1iVZNI22oxF8Tj0wrJdUdA== 0001144204-09-052505.txt : 20091013 0001144204-09-052505.hdr.sgml : 20091012 20091013062415 ACCESSION NUMBER: 0001144204-09-052505 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091013 DATE AS OF CHANGE: 20091013 GROUP MEMBERS: CHRISTIAN HANSEN GROUP MEMBERS: CORA MADSEN GROUP MEMBERS: FLORIAN SCHONHARTING GROUP MEMBERS: NB PUBLIC EQUITY KOMPLEMENTAR APS 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81821 FILM NUMBER: 091115316 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NB Public Equity K/S CENTRAL INDEX KEY: 0001451330 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: OSTERGADE 5 STREET 2: 3RD FLOOR DK-1100 CITY: COPENHAGEN K STATE: G7 ZIP: ----- BUSINESS PHONE: 45 70 20 12 63 MAIL ADDRESS: STREET 1: OSTERGADE 5 STREET 2: 3RD FLOOR DK-1100 CITY: COPENHAGEN K STATE: G7 ZIP: ----- SC 13G 1 v162639_sc13g.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 

 
SCHEDULE 13G

Under the Securities Exchange Act of 1934


Transcept Pharmaceuticals, Inc.

(Name of Issuer)
 
Common Stock, $0.001 par value

(Title of Class of Securities)
 
89354M106

(CUSIP Number)
 
James E. Dawson, Esq., Nutter, McClennen & Fish LLP
155 Seaport Blvd., Boston, MA 02210
(617) 439-2623

(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
 
October 12, 2009

(Date of Event Which Requires Filing of This Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)

*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 (“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. 89354M106
SCHEDULE 13G
Page 2 of 11
 
 
 
(1) Names of reporting persons
NB Public Equity K/S
 
(2) Check the appropriate box if a member of a group (see instructions)
(a)
(b)
 
(3) SEC use only
 
(4) Citizenship or place of organization
Denmark
 
Number of shares
beneficially
owned by each
reporting person
with:
(5) Sole voting power:
0
 
(6) Shared voting power:
757,688
 
(7) Sole dispositive power:
0
 
(8) Shared dispositive power:
757,688
 
(9) Aggregate amount beneficially owned by each reporting person:
757,688
 
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
 
(11) Percent of class represented by amount in Row 9:
5.78%
 
 (12) Type of reporting person (see instructions):
PN
 

 
 

 
 
CUSIP No. 89354M106
SCHEDULE 13G
Page 3 of 11
 
 

(1) Names of reporting persons
NB Public Equity Komplementar ApS
 
(2) Check the appropriate box if a member of a group (see instructions)
(a)
(b)
 
(3) SEC use only
 
(4) Citizenship or place of organization
Denmark
 
Number of shares
beneficially
owned by each
reporting person
with:
(5) Sole voting power:
0
 
(6) Shared voting power:
757,688
 
(7) Sole dispositive power:
0
 
(8) Shared dispositive power:
757,688
 
(9) Aggregate amount beneficially owned by each reporting person:
757,688
 
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
 
(11) Percent of class represented by amount in Row 9:
5.78%
 
 (12) Type of reporting person (see instructions):
PN
 
 
 
 
 

 
 
CUSIP No. 89354M106
SCHEDULE 13G
Page 4 of 11
 
 

(1) Names of reporting persons
Cora Madsen
 
(2) Check the appropriate box if a member of a group (see instructions)
(a)
(b)
 
(3) SEC use only
 
(4) Citizenship or place of organization
United States
 
Number of shares
beneficially
owned by each
reporting person
with:
(5) Sole voting power:
0
 
(6) Shared voting power:
757,688
 
(7) Sole dispositive power:
0
 
(8) Shared dispositive power:
757,688
 
(9) Aggregate amount beneficially owned by each reporting person:
757,688
 
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
 
(11) Percent of class represented by amount in Row 9:
5.78%
 
 (12) Type of reporting person (see instructions):
IN
 
 
 
 

 
 
CUSIP No. 89354M106
SCHEDULE 13G
Page 5 of 11
 
 
 
(1) Names of reporting persons
Christian Hansen
 
(2) Check the appropriate box if a member of a group (see instructions)
(a)
(b)
 
(3) SEC use only
 
(4) Citizenship or place of organization
Denmark
 
Number of shares
beneficially
owned by each
reporting person
with:
(5) Sole voting power:
0
 
(6) Shared voting power:
757,688
 
(7) Sole dispositive power:
0
 
(8) Shared dispositive power:
757,688
 
(9) Aggregate amount beneficially owned by each reporting person:
757,688
 
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
 
(11) Percent of class represented by amount in Row 9:
5.78%
 
 (12) Type of reporting person (see instructions):
IN
 

 
 

 
 
CUSIP No. 89354M106
SCHEDULE 13G
Page 6 of 11
 
 

(1) Names of reporting persons
Florian Schönharting
 
(2) Check the appropriate box if a member of a group (see instructions)
(a)
(b)
 
(3) SEC use only
(4) Citizenship or place of organization
Denmark
 
Number of shares
beneficially
owned by each
reporting person
with:
(5) Sole voting power:
0
 
(6) Shared voting power:
757,688
 
(7) Sole dispositive power:
0
 
(8) Shared dispositive power:
757,688
 
(9) Aggregate amount beneficially owned by each reporting person:
757,688
 
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
 
(11) Percent of class represented by amount in Row 9:
5.78%
 
 (12) Type of reporting person (see instructions):
IN
 

 
 
 

 
 
CUSIP No. 89354M106
SCHEDULE 13G
Page 7 of 11
 
 
 
Item 1.
(a) Name of Issuer:
Transcept Pharmaceuticals, Inc.

(b) Address of Issuer’s Principal Executive Offices:
1003 W. Cutting Blvd., Suite #110
Pt. Richmond, CA 94804

Item 2.
(a) Name of Person Filing:
This Schedule 13G is filed on behalf of the following persons (the “Reporting Persons”):
 (i) 
NB Public Equity K/S
(ii) 
NB Public Equity Komplementar ApS
(iii) 
Cora Madsen
(iv) 
Christian Hansen
(v) 
Florian Schönharting

(b) Address or Principal Business Office or, if none, Residence:
The business address for each of the Reporting Persons is Oestergade 5, 3rd floor, DK-1100, Copenhagen K, Denmark.

(c) Citizenship:
 
See Item 4 of the attached cover pages.

(d) Title of Class of Securities:
Common Stock, par value $0.001

(e) CUSIP No.:
89354M106

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a)
o
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b)
o
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
o
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
o
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
o
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
o
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
o
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
(j)
o
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k)
o
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).



Item 4.  Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount Beneficially Owned:

NB Public Equity K/S is the beneficial owner of an aggregate of 757,688(1) shares of Common Stock.
 
 
 

 
 
CUSIP No. 89354M106
SCHEDULE 13G
Page 8 of 11
 

NB Public Equity Komplementar ApS is the beneficial owner of an aggregate of 757,688(2)  shares of Common Stock.

Cora Madsen is the beneficial owner of an aggregate of 757,688(3) shares of Common Stock.

Christian Hansen is the beneficial owner of an aggregate of 757,688 (4) shares of Common Stock.

Florian Schönharting is the beneficial owner of an aggregate of 757,688 (5) shares of Common Stock.

(b) Percent of Class (6)

The amount beneficially owned by NB Public Equity K/S represents approximately 5.78% of the total issued and outstanding shares of Common Stock.

The amount beneficially owned by NB Public Equity Komplementar ApS represents approximately 5.78% of the total issued and outstanding shares of Common Stock.

The amount beneficially owned by Cora Madsen represents approximately 5.78% of the total issued and outstanding shares of Common Stock.

The amount beneficially owned by Christian Hansen represents approximately 5.78% of the total issued and outstanding shares of Common Stock.

The amount beneficially owned by Florian Schönharting represents approximately 5.78% of the total issued and outstanding shares of Common Stock.

(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote
NB Public Equity K/S has the sole power to vote or direct the vote of 0 shares.

NB Public Equity Komplementar ApS has the sole power to vote or direct the vote of 0 shares.

Cora Madsen has the sole power to vote or direct the vote of 0 shares.

Christian Hansen has the sole power to vote or direct the vote of 0 shares.

Florian Schönharting has the sole power to vote or direct the vote of 0 shares.

(ii) Shared power to direct the vote
NB Public Equity K/S has the shared power to vote or direct the vote of 757,688 shares.

NB Public Equity Komplementar ApS has the shared power to vote or direct the vote of 757,688 shares.

Cora Madsen has the shared power to vote or direct the vote of 757,688 shares.

Christian Hansen has the shared power to vote or direct the vote of 757,688 shares.

Florian Schönharting has the shared power to vote or direct the vote of 757,688 shares.

(iii) Sole power to dispose or to direct the disposition of
NB Public Equity K/S has the sole power to dispose or direct the disposition of 0 shares.

NB Public Equity Komplementar ApS has the sole power to dispose or direct the disposition of 0 shares.
 
 
 

 
 
CUSIP No. 89354M106
SCHEDULE 13G
Page 9 of 11
 

Cora Madsen has the sole power to dispose or direct the disposition of 0 shares.

Christian Hansen has the sole power to dispose or direct the disposition of 0 shares.

Florian Schönharting has the sole power to dispose or direct the disposition of 0 shares.

(iv) Shared power to dispose or to direct the disposition of
NB Public Equity K/S has the shared power to dispose or direct the disposition of 757,688 shares.

NB Public Equity Komplementar ApS has the shared power to dispose or direct the disposition of 757,688 shares.

Cora Madsen has the shared power to dispose or direct the disposition of 757,688 shares.

Christian Hansen has the shared power to dispose or direct the disposition of 757,688 shares.

Florian Schönharting has the shared power to dispose or direct the disposition of 757,688 shares.
 


 
(1)
NB Public Equity K/S (the “Fund”) is the beneficial owner of 757,688 shares.  The Fund is a limited partnership, and NB Public Equity Komplementar ApS (the “General Partner”) is its sole general partner.
 
 
(5)
Florian Schönharting is a director in Nordic Biotech Advisors ApS, which owns 100% of the shares of the General Partner, and is an indirect investor in a limited partner of the Fund.  As such, he may be deemed under Rule 13d-3 to be a beneficial owner of the securities held by the Fund.
 
 
 
Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

N/A
 
 

 
 
 

 
 
CUSIP No. 89354M106
SCHEDULE 13G
Page 10 of 11
 
 
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

N/A

Item 8. Identification and Classification of Members of the Group

If a group has filed this schedule pursuant to § 240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.

N/A

Item 9. Notice of Dissolution of Group

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

N/A

Item 10. Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 

 
 
CUSIP No. 89354M106
SCHEDULE 13G
Page 11 of 11
 
 
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:    October 12, 2009

 
 
NB PUBLIC EQUITY K/S
         
 
By:
NB PUBLIC EQUITY KOMPLEMENTAR ApS,
   
its general partner
         
   
By:
/s/ Cora Madsen*
 
   
Name:
Cora Madsen
 
   
Title:
Director
 
         
         
 
NB PUBLIC EQUITY KOMPLEMENTAR ApS
 
         
 
 
By:
/s/ Cora Madsen*
 
   
Name:
Cora Madsen
 
   
Title:
Director
 
         
         
         
 
/s/ Cora Madsen*
 
 
Cora Madsen
 
         
         
 
/s/ Christian Hansen*
 
 
Christian Hansen
 
         
         
 
/s/ Florian Schönharting*
 
 
Florian Schönharting
 
         
         
         
 
*By:
/s/ James E. Dawson
 
 
James E. Dawson, as attorney-in-fact
 

 
 
 

 
Exhibit 1
 


JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Dated: October 12, 2009
 
 
NB PUBLIC EQUITY K/S
       
 
By:
NB PUBLIC EQUITY KOMPLEMENTAR ApS,
 
 
its general partner
 
       
 
By:
/s/ Cora Madsen*
 
 
Name:
Cora Madsen
 
 
Title:
Director
 
       
       
 
NB PUBLIC EQUITY KOMPLEMENTAR ApS
 
       
 
By:
/s/ Cora Madsen*
 
 
Name:
Cora Madsen
 
 
Title:
Director
 
       
       
 
/s/ Cora Madsen*
 
 
Cora Madsen
 
       
 
/s/ Christian Hansen*
 
 
Christian Hansen
 
       
 
/s/ Florian Schönharting*
 
 
Florian Schönharting
 
       
       
 
*By:
/s/ James E. Dawson
 
 
James E. Dawson, as attorney-in-fact
 

 
 
 

 
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