Sec Form 4 Filing - ROBERTSON REBECCA B @ NOVACEA INC - 2006-05-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ROBERTSON REBECCA B
2. Issuer Name and Ticker or Trading Symbol
NOVACEA INC [ NOVC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
VERSANT VENTURE CAPITAL II, L.P., 3000 SAND HILL RD, BLDG FOUR, SUITE 210
3. Date of Earliest Transaction (MM/DD/YY)
05/15/2006
(Street)
MENLO PARK, CO94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 05/15/2006 C 9,753 A 0 I By Versant Side ( 2 )
Common Stock, par value $0.001 05/15/2006 C 6,458 A 16,211 I By Versant Side ( 2 )
Common Stock, par value $0.001 05/15/2006 C 1,091,292 A 0 I By Versant Capital ( 4 )
Common Stock, par value $0.001 05/15/2006 C 722,683 A 0 I By Versant Capital ( 4 )
Common Stock, par value $0.001 05/15/2006 P 230,769 A 2,044,744 I By Versant Affiliates ( 4 )
Common Stock, par value $0.001 05/15/2006 C 13,713 A 13,713 I By Versant Affiliates ( 5 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferrd Stock ( 1 ) 05/15/2006 C 9,753 ( 1 ) ( 6 ) Common Stock 9,753 ( 1 ) 0 I By Versant Side ( 2 )
Series C Preferrd Stock ( 3 ) 05/15/2006 C 6,458 ( 3 ) ( 6 ) Common Stock 6,458 ( 3 ) 0 I By Versant Side ( 2 )
Series B Preferrd Stock ( 1 ) 05/15/2006 C 1,091,292 ( 1 ) ( 6 ) Common Stock 1,091,292 ( 1 ) 0 I By Versant Capital ( 4 )
Series C Preferrd Stock ( 3 ) 05/15/2006 C 722,683 ( 3 ) ( 6 ) Common Stock 722,683 ( 3 ) 0 I By Versant Capital ( 4 )
Series C Preferrd Stock ( 3 ) 05/15/2006 C 13,713 ( 3 ) ( 6 ) Common Stock 13,713 ( 3 ) 0 I By Versant Affiliates ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROBERTSON REBECCA B
VERSANT VENTURE CAPITAL II, L.P.
3000 SAND HILL RD, BLDG FOUR, SUITE 210
MENLO PARK, CO94025
X
LINK WILLIAM J PHD
3000 SAND HILL ROAD, #4-210
MENLO PARK, CA94025
X
Warden Charles M
3000 SAND HILL RD., #4-210
MENLO PARK, CA94025
X
Bolzon Bradley J PhD
3000 SAND HILL ROAD
BLDG. 4, STE. 210
MENLO PARK, CA94025
X
Signatures
/s/ Rebecca B. Robertson 05/15/2006
Signature of Reporting Person Date
/s/ William J. Link 05/15/2006
Signature of Reporting Person Date
/s/ Charles M. Warden 05/15/2006
Signature of Reporting Person Date
/s/ Bradley J. Bolzon 05/15/2006
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each one share of Series B Preferred Stock automatically converted into one share of Common Stock upon the closing of the Issuer's initial public offering.
( 2 )The shares are owned directly by Versant Side Fund II, L.P. ("Versant Side"). Reporting Person is a managing member of Versant LLC ("Versant LLC"), which is the general partner of Versant Side. Reporting Person disclaims beneficial ownership of the shares held by Versant Side except to the extent of any indirect pecuniary interest therein and the inclusion of these shares shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.
( 3 )Each one share of Series C Preferred Stock automatically converted into one share of Common Stock upon the closing of the Issuer's initial public offering.
( 4 )The shares are owned directly by Versant Venture Capital II, L.P. ("Versant Capital"). Reporting Person is a managing member of Versant LLC, which is the general partner of Versant Capital. Reporting Person disclaims beneficial ownership of the shares held by Versant Capital except to the extent of any indirect pecuniary interest therein and the inclusion of these shares shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.
( 5 )The shares are owned directly by Versant Affiliates Fund II-A, L.P. ("Versant Affiliates"). Reporting Person is a managing member of Versant Venture II, LLC, which is the general partner of Versant Affiliates. Reporting Person disclaims beneficial ownership of the shares held by Versant Affiliates except to the extent of any indirect pecuniary interest therein and the inclusion of these shares shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.
( 6 )Expiration date is irrelevant.
( 7 )Versant Capital purchased an additional 230,769 shares of Issuer's Common Stock in connection with the IPO at the offering price of $6.50 per share.

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