Sec Form 4 Filing - PERRY MARK W @ Transcept Pharmaceuticals Inc - 2009-01-30

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
PERRY MARK W
2. Issuer Name and Ticker or Trading Symbol
Transcept Pharmaceuticals Inc [ TSPT]
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)
01/30/2009
(Street)
BALTIMORE, 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 01/30/2009 J( 4 ) 1,103,283 A 1,103,283 I See Note 1 ( 1 )
Common Stock 980,143 ( 3 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PERRY MARK W
1119 ST. PAUL STREET
BALTIMORE, MD21202
X
Signatures
/s/ Shawn Conway, attorney-in-fact 02/03/2009
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Person is an individual manager of NEA GP 12, LLC ("NEA 12 GP"), the sole general partner of NEA Partners 12, Limited Partnership ("NEA Partners 12"), which is the sole general partner of New Enterprise Associates 12, Limited Partnership ("NEA 12"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 12 shares in which the Reporting Person has no actual pecuniary interest therein.
( 2 )The Reporting Person is a general partner of NEA Partners 10, Limited Partnership, the sole general partner of New Enterprise Associates 10, Limited Partnership ("NEA 10"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 10 shares in which the Reporting Person has no actual pecuniary interest therein.
( 3 )NEA 10 previously held 4,900,715 shares of common stock of Novacea, Inc. (?Novacea?). On January 30, 2009, Novacea completed a merger (the "Merger") with Transcept Pharmaceuticals, Inc., whereby Transcept Pharmaceuticals, Inc. became a wholly-owned subsidiary of Novacea. After completion of the Merger, Novacea was renamed Transcept Pharmaceuticals, Inc. Prior to the Merger, the common stock of Novacea split 1-for-5, resulting in NEA 10's ownership of 980,143 shares of Novacea's common stock.
( 4 )As consideration for the Merger, NEA 12 received 0.14134 shares of Novacea common stock in exchange for each share of Transcept Pharmaceuticals, Inc. capital stock held by NEA 12 prior to the Merger.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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