Sec Form 4 Filing - MORRIS PETER @ NOVACEA INC - 2006-05-15

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 MORRIS PETER 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) 1119 ST. PAUL STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/15/2006 (Street) BALTIMOR, MD21202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 05/15/2006 C 2,086,411 A 2,086,411 I See Note 2 ( 2 ) Common Stock 05/15/2006 C 1,660,458 A 3,746,859 I See Note 2 ( 2 ) Common Stock 05/15/2006 P 1,153,846 A $ 6.5 4,900,715 I See Note 2 ( 2 )

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 Preferred Stock ( 1 ) 05/15/2006 C 2,086,411 ( 1 ) ( 4 ) Common Stock 2,086,411 ( 1 ) 0 I See Note 2 ( 2 ) Series C Preferred Stock ( 3 ) 05/15/2006 C 1,660,458 ( 3 ) ( 4 ) Common Stock 1,660,458 ( 3 ) 0 I See Note 2 ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MORRIS PETER 1119 ST. PAUL STREET BALTIMOR, MD21202 X Signatures Louis S. Citron, attorney-in-fact 05/17/2006 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 New Enterprise Associates 10, L.P. ("NEA Associates"). Reporting Person is a general partner of NEA Partners 10, Limited Partnership ("NEA 10"), which is the sole general partner of NEA Associates. Reporting Person disclaims beneficial ownership of the shared held by NEA Associates 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 expiration date is not relevant to the conversion of these securities.

Remarks: In addition to the shares reported herein, NEA Ventures 2002, L.P. owns 4,181 shares of Common Stock of the Issuer as a result of the conversion of the Series B Preferred Stock. The Reporting Person does not have voting nor dispositive powers over such shares. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of such portion of those shares in which the Reporting Person has no actual pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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