UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)1
Targacept, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
87611R306
(CUSIP Number)
SPIKE LOY
BVF PARTNERS L.P.
1 Sansome St.
30th Fl.
San Francisco, California 94104
(415) 525-8890
ADAM W. FINERMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of PersonAuthorized to Receive Notices and Communications)
May 13, 2015
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 87611R306
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1
|
NAME OF REPORTING PERSON
BIOTECHNOLOGY VALUE FUND, L.P.
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||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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3
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SEC USE ONLY
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||
|
4
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SOURCE OF FUNDS
WC
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||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE VOTING POWER
- 0 -
|
|
|
8
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SHARED VOTING POWER
2,977,919
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||
|
9
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SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
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SHARED DISPOSITIVE POWER
2,977,919
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||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,977,919
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||
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
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||
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14
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TYPE OF REPORTING PERSON
PN
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||
2
CUSIP NO. 87611R306
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1
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NAME OF REPORTING PERSON
BIOTECHNOLOGY VALUE FUND II, L.P.
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||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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3
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SEC USE ONLY
|
||
|
4
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SOURCE OF FUNDS
WC
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||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
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|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
|
8
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SHARED VOTING POWER
1,713,907
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||
|
9
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SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
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SHARED DISPOSITIVE POWER
1,713,907
|
||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,713,907
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||
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
||
|
14
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TYPE OF REPORTING PERSON
PN
|
||
3
CUSIP NO. 87611R306
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1
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NAME OF REPORTING PERSON
BVF INVESTMENTS, L.L.C.
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||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
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SEC USE ONLY
|
||
|
4
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SOURCE OF FUNDS
WC
|
||
|
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
|
8
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SHARED VOTING POWER
349,482
|
||
|
9
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SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
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SHARED DISPOSITIVE POWER
349,482
|
||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
349,482
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
|
||
|
14
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TYPE OF REPORTING PERSON
OO
|
||
4
CUSIP NO. 87611R306
|
1
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NAME OF REPORTING PERSON
INVESTMENT 10, L.L.C.
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||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
WC
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
ILLINOIS
|
||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
|
8
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SHARED VOTING POWER
1,130,361
|
||
|
9
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SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
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SHARED DISPOSITIVE POWER
1,130,361
|
||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,130,361
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
|
||
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14
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TYPE OF REPORTING PERSON
OO
|
||
5
CUSIP NO. 87611R306
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1
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NAME OF REPORTING PERSON
MSI BVF SPV, LLC
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||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
WC
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
|
8
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SHARED VOTING POWER
483,459
|
||
|
9
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SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
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SHARED DISPOSITIVE POWER
483,459
|
||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
483,459
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
|
||
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14
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TYPE OF REPORTING PERSON
OO
|
||
6
CUSIP NO. 87611R306
|
1
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NAME OF REPORTING PERSON
BVF PARTNERS L.P.
|
||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
AF
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
|
8
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SHARED VOTING POWER
6,655,128
|
||
|
9
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SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
|
SHARED DISPOSITIVE POWER
6,655,128
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,655,128
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
|
||
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14
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TYPE OF REPORTING PERSON
PN, IA
|
||
7
CUSIP NO. 87611R306
|
1
|
NAME OF REPORTING PERSON
BVF INC.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
AF
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
|
8
|
SHARED VOTING POWER
6,655,128
|
||
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
|
SHARED DISPOSITIVE POWER
6,655,128
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,655,128
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
|
||
|
14
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TYPE OF REPORTING PERSON
CO
|
||
8
CUSIP NO. 87611R306
|
1
|
NAME OF REPORTING PERSON
MARK N. LAMPERT
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
AF
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
|
8
|
SHARED VOTING POWER
6,655,128
|
||
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
|
SHARED DISPOSITIVE POWER
6,655,128
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,655,128
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
|
||
|
14
|
TYPE OF REPORTING PERSON
IN
|
||
9
CUSIP NO. 87611R306
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
|
Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 6 is hereby amended to add the following:
On May 13, 2015, each of BVF, BVF2, BVLLC, ILL10 and MSI entered into a certain Amended and Restated Voting Agreement with the Issuer and Catalyst Biosciences, Inc., the form of which is attached as Exhibit 10.2 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on May 14, 2015 and incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
|
Item 7.
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Exhibits
|
|
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99.1
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Amended and Restated Voting Agreement by and among Targacept, Inc., Catalyst Biosciences, Inc. and Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Investment 10, LLC, MSI BVF SPV, LLC, BVF Investments, LLC, dated May 13, 2015, the form of which is attached as Exhibit 10.2 to the Issuer’s Form 8-K filed May 14, 2015 and is incorporated herein by reference.
|
10
CUSIP NO. 87611R306
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 15, 2015
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BIOTECHNOLOGY VALUE FUND, L.P.
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INVESTMENT 10, L.L.C.
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|||
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||||
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By:
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BVF Partners L.P., its general partner
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By:
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BVF Partners L.P., its investment adviser
|
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By:
|
BVF Inc., its general partner
|
By:
|
BVF Inc., its general partner
|
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|
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|||
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By:
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/s/ Mark N. Lampert
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By:
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/s/ Mark N. Lampert
|
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Mark N. Lampert
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Mark N. Lampert
|
|||
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President
|
President
|
|||
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|
||||
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||||
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BIOTECHNOLOGY VALUE FUND II, L.P.
|
MSI BVF SPV, LLC
|
|||
|
|
||||
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By:
|
BVF Partners L.P., its general partner
|
By:
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BVF Partners L.P., its investment adviser
|
|
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By:
|
BVF Inc., its general partner
|
By:
|
BVF Inc., its general partner
|
|
|
|
|
|||
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By:
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/s/ Mark N. Lampert
|
By:
|
/s/ Mark N. Lampert
|
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|
Mark N. Lampert
|
Mark N. Lampert
|
|||
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President
|
President
|
|||
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||||
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BVF INC.
|
||||
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||||
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BVF PARTNERS L.P.
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By:
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/s/ Mark N. Lampert
|
||
|
Mark N. Lampert
|
||||
|
By:
|
BVF Inc., its general partner
|
President
|
||
|
|
||||
|
By:
|
/s/ Mark N. Lampert
|
|
||
|
Mark N. Lampert
|
/s/ Mark N. Lampert
|
|||
|
President
|
MARK N. LAMPERT
|
|||
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BVF INVESTMENTS, L.L.C.
|
||
|
By:
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BVF Partners L.P., its manager
|
|
|
By:
|
BVF Inc., its general partner
|
|
|
By:
|
/s/ Mark N. Lampert
|
|
|
Mark N. Lampert
|
||
|
President
|
||
11