Sec Form 4 Filing - Kennedy Joseph T @ Transcept Pharmaceuticals Inc - 2011-12-01

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 Kennedy Joseph T 2. Issuer Name and Ticker or Trading Symbol Transcept Pharmaceuticals Inc [ TSPT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP and General Counsel (Last) (First) (Middle) C/O TRANSCEPT PHARMACEUTICALS, INC., 1003 W. CUTTING BLVD 3. Date of Earliest Transaction (MM/DD/YY) 12/01/2011 (Street) POINT RICHMOND, CA94804 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 12/01/2011 M 4,150 A $ 2.68 4,150 D Common Stock 12/01/2011 S( 1 ) 4,150 D $ 8.2325 ( 2 ) 0 D Common Stock 12/01/2011 M 56,666 A $ 3.1 56,666 D Common Stock 12/01/2011 S( 1 ) 56,666 D $ 8.2325 ( 2 ) 0 D

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 Employee stock option (right to buy) $ 2.68 12/01/2011 M 4,150 ( 3 ) 08/24/2021 Common Stock 4,150 $ 0 38,750 D Employee stock option (right to buy) $ 3.1 12/01/2011 M 56,666 ( 4 ) 03/12/2019 Common Stock 56,666 $ 0 28,334 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kennedy Joseph T C/O TRANSCEPT PHARMACEUTICALS, INC. 1003 W. CUTTING BLVD POINT RICHMOND, CA94804 VP and General Counsel Signatures /s/ Marilyn Wortzman, by power of attorney 12/05/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 12, 2011. ( 2 )The sales price reported in column 4 of Table 1 represents the weighted average sales price of the shares sold ranging from $8.52 to $8.00 per share. Upon request of the commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price. ( 3 )Fifty percent of the option vests upon approval by the U.S. Food and Drug Administration of Intermezzo (R) and the remaining fifty percent vests on the first anniversary of any such approval; provided in each case, such approval occurs no later than August 24, 2013. Approval by the U.S. Food and Drug Administration of Intermezzo (R) occurred on November 23, 2011. ( 4 )One fourth of the shares subject to the option vested on March 6, 2010 and one forty-eighth of the shares vest monthly thereafter.

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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