SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
NOMURA INTERNATIONAL PLC

(Last) (First) (Middle)
NOMURA HOUSE
1 ST. MARTIN'S-LE-GRAND

(Street)
LONDON X0 EC1A 4NP

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/11/2006
3. Issuer Name and Ticker or Trading Symbol
TARGACEPT INC [ TRGT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of 13G Group
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Convertible Preferred Stock (1) (2) Common Stock 1,190,476 (3) D
Series C Convertible Preferred Stock (1) (2) Common Stock 946,428 (3) I(4)(5) See Note #5
1. Name and Address of Reporting Person*
NOMURA INTERNATIONAL PLC

(Last) (First) (Middle)
NOMURA HOUSE
1 ST. MARTIN'S-LE-GRAND

(Street)
LONDON X0 EC1A 4NP

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Nomura Phase4 Ventures LP

(Last) (First) (Middle)
NOMURA HOUSE
1 ST. MARTIN'S-LE-GRAND

(Street)
LONDON X0 EC1A 4NP

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Nomura Phase4 Ventures LTD

(Last) (First) (Middle)
NOMURA HOUSE
1 ST. MARTIN'S-LE-GRAND

(Street)
LONDON X0 EC1A 4NP

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Nomura Phase4 Ventures GP LTD

(Last) (First) (Middle)
NOMURA HOUSE
1 ST. MARTIN'S-LE-GRAND

(Street)
LONDON X0 EC1A 4NP

(City) (State) (Zip)
Explanation of Responses:
1. The convertible preferred stock is convertible at any time, at the holder's election, and will convert automatically upon completion of the issuer's initial public offering. This security has no expiration date.
2. The securities have no expiration date.
3. Each share of Series C Convertible Preferred Stock is convertible into approximately 0.144 shares of the issuer's common stock. This conversion ratio reflects a 1 for 7.5 share reverse stock split of the issuer's common stock effected February 3, 2005.
4. See Exhibit 99.1 for the identities of each Reporting Person and for a table of all shares beneficially owned directly or indirectly by each of the Reporting Persons.
5. Direrctly owned by Nomura Phase4 Ventures LP.
See Exhibit 99.1 for signature information 04/11/2006
** Signature of Reporting Person Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                   EXHIBIT 99.1


NAME AND ADDRESS OF REPORTING PERSON:

                Nomura International plc
                Nomura House
                1 St Martins-le-Grand
                London, EC1A 4NP
                United Kingdom

ISSUER NAME AND TICKER OR TRADING SYMBOL:

                Targacept, Inc. [TGRT] (the "Issuer")

DATE OF EARLIEST TRANSACTION REQUIRED TO BE REPORTED:

                April 11,2006 (the date the Issuer's form 8-A became effective)

Explanation of Responses:

         This Form 3 is filed by Nomura International plc ("NI") on behalf of
         Nomura Phase4 Ventures LP ("NLP") (each a "Reporting Person"). Each
         Reporting Person is a member of a 13G Group reporting more than 10%
         ownership of the Common Stock of the Issuer.

Amount of Securities Beneficially Owned Ownership Form: Nature of Indirect Reporting Person Following Reported Transaction(s) Direct (D) or Indirect (I) Beneficial Ownership ---------------- --------------------------------- -------------------------- -------------------- Nomura International plc 1,190,476/946,428 D/I Nomura Phase4 Ventures LP 946,428 D Nomura Phase4 Venture LTD 946,428 I Nomura Phase4 Ventures GP LTD 946,428 I
NI owns directly all of the stock of Nomura Phase4 Ventures Limited ("NVL"). NVL owns directly all of the stock of Nomura Phase4 GP Limited ("NGP"). NGP is the manager of NLP. Each Reporting Person disclaims beneficial ownership of all indirectly owned securities reported on this Form in excess of such Reporting Person's pecuniary interest therein. JOINT FILER INFORMATION NAME: Nomura International plc ADDRESS: Nomura House 1 St Martins-le-Grand London, EC1A 4NP United Kingdom ISSUER AND TICKER SYMBOL: Targacept, Inc. [TRGT] DATE OF EARLIEST TRANSACTION REQUIRED TO BE REPORTED: April 11, 2006 RELATIONSHIP OF REPORTING PERSONS TO ISSUER: Member of 13G Group reporting more than 10% ownership. SIGNATURE: Nomura International plc By: /s/ Denise Pollard-Knight --------------------------------------- Dated: April 11, 2006 JOINT FILER INFORMATION NAME: Nomura Phase4 Ventures LP ADDRESS: Nomura House 1 St Martins-le-Grand London, EC1A 4NP United Kingdom ISSUER AND TICKER SYMBOL: Targacept, Inc. [TRGT] DATE OF EARLIEST TRANSACTION REQUIRED TO BE REPORTED: April 11, 2006 RELATIONSHIP OF REPORTING PERSONS TO ISSUER: Member of 13G Group reporting more than 10% ownership. SIGNATURE: Nomura Phase4 Ventures LP By: /s/ Denise Pollard-Knight --------------------------------------- Dated: April 11, 2006 JOINT FILER INFORMATION NAME: Nomura Phase4 Ventures LTD ADDRESS: Nomura House 1 St Martins-le-Grand London, EC1A 4NP United Kingdom ISSUER AND TICKER SYMBOL: Targacept, Inc. [TRGT] DATE OF EARLIEST TRANSACTION REQUIRED TO BE REPORTED: April 11, 2006 RELATIONSHIP OF REPORTING PERSONS TO ISSUER: Member of 13G Group reporting more than 10% ownership. SIGNATURE: Nomura Phase4 Ventures LTD By: /s/ Denise Pollard-Knight --------------------------------------- Dated: April 11, 2006 JOINT FILER INFORMATION NAME: Nomura Phase4 Ventures GP LTD ADDRESS: Nomura House 1 St Martins-le-Grand London, EC1A 4NP United Kingdom ISSUER AND TICKER SYMBOL: Targacept, Inc. [TRGT] DATE OF EARLIEST TRANSACTION REQUIRED TO BE REPORTED: April 11, 2006 RELATIONSHIP OF REPORTING PERSONS TO ISSUER: Member of 13G Group reporting more than 10% ownership. SIGNATURE: Nomura Phase4 Ventures GP LTD By: /s/ Denise Pollard-Knight --------------------------------------- Dated: April 11, 2006