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. 4)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 Street, 30th Floor
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)
August 5, 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
|
1
|
NAME OF REPORTING PERSON
BIOTECHNOLOGY VALUE FUND, L.P.
|
||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
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SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
WC
|
||
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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
|
||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
|
8
|
SHARED VOTING POWER
2,977,919
|
||
|
9
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SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
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SHARED DISPOSITIVE POWER
2,977,919
|
||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,977,919
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||
|
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)
8.7%
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||
|
14
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TYPE OF REPORTING PERSON
PN
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||
2
CUSIP NO. 87611R306
|
1
|
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
|
|
|
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
|
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
|
||
|
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
|
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)
5.0%
|
||
|
14
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TYPE OF REPORTING PERSON
PN
|
||
3
CUSIP NO. 87611R306
|
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
|
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
|
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
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
|
SHARED DISPOSITIVE POWER
349,482
|
||
|
11
|
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
|
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
|
NAME OF REPORTING PERSON
INVESTMENT 10, L.L.C.
|
||
|
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
|
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
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,130,361
|
||
|
11
|
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
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
|
||
|
14
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TYPE OF REPORTING PERSON
OO
|
||
5
CUSIP NO. 87611R306
|
1
|
NAME OF REPORTING PERSON
MSI BVF SPV, LLC
|
||
|
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
|
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
848,459
|
||
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
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SHARED DISPOSITIVE POWER
848,459
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
848,459
|
||
|
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)
2.5%
|
||
|
14
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TYPE OF REPORTING PERSON
OO
|
||
6
CUSIP NO. 87611R306
|
1
|
NAME OF REPORTING PERSON
BVF PARTNERS L.P.
|
||
|
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
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SHARED VOTING POWER
7,020,128
|
||
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
|
SHARED DISPOSITIVE POWER
7,020,128
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,020,128
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.5%
|
||
|
14
|
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
7,020,128
|
||
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
|
SHARED DISPOSITIVE POWER
7,020,128
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,020,128
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.5%
|
||
|
14
|
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
7,020,128
|
||
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
|
SHARED DISPOSITIVE POWER
7,020,128
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,020,128
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.5%
|
||
|
14
|
TYPE OF REPORTING PERSON
IN
|
||
9
CUSIP NO. 87611R306
The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
|
Item 3.
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Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by each of BVF, BVF2, BVLLC, ILL10 and MSI were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted on Schedule A. The aggregate purchase price of the 2,977,919 Shares beneficially owned by BVF is approximately $12,899,438, including brokerage commissions. The aggregate purchase price of the 1,713,907 Shares beneficially owned by BVF2 is approximately $7,421,983, including brokerage commissions. The aggregate purchase price of the 349,482 Shares beneficially owned by BVLLC is approximately $2,388,744, including brokerage commissions. The aggregate purchase price of the 1,130,361 Shares beneficially owned by ILL10 is approximately $4,897,765, including brokerage commissions. The aggregate purchase price of the 848,459 Shares beneficially owned by MSI is approximately $3,045,450, including brokerage commissions.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a)-(c) are hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 34,292,291Shares outstanding as of July 27, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 31, 2015.
As of the close of business on August 7, 2015, (i) BVF beneficially owned 2,977,919 Shares, (ii) BVF2 beneficially owned 1,713,907 Shares, (iii) BVLLC beneficially owned 349,482 Shares, (iv) ILL10 beneficially owned 1,130,361 Shares, and (v) MSI beneficially owned 848,459 shares of Common Stock, representing percentage ownership of approximately 8.7%, 5.0%, 1.0%, 3.3% and 2.5%, respectively, of the Shares outstanding.
Partners, as the general partner of BVF and BVF2, the manager of BVLLC, and the investment adviser of each of ILL10 and MSI, may be deemed to beneficially own the 7,020,128 shares of Common Stock beneficially owned in the aggregate by BVF, BVF2, BVLLC, ILL10 and MSI, representing percentage ownership of approximately 20.5% of the Shares outstanding.
BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 7,020,128 Shares beneficially owned by Partners, representing percentage ownership of approximately 20.5% of the Shares outstanding.
Mr. Lampert, as a director and officer of BVF Inc. may be deemed to beneficially own the 7,020,128 Shares beneficially owned by BVF Inc., representing percentage ownership of approximately 20.5% of the Shares outstanding.
(b) Each of BVF, BVF2, BVLLC, ILL10 and MSI shares with Partners voting and dispositive power over the Shares each such entity beneficially owns. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the 7,020,128 Shares they may be deemed to beneficially own with BVF, BVF2, BVLLC, ILL10 and MSI.
(c) Schedule A annexed hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons. All of such transactions were effected in the open market, except as otherwise noted.
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: August 7, 2015
|
BIOTECHNOLOGY VALUE FUND, L.P.
|
INVESTMENT 10, L.L.C.
|
|||
|
|
||||
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By:
|
BVF Partners L.P., its general partner
|
By:
|
BVF Partners L.P., its investment adviser
|
|
|
By:
|
BVF Inc., its general partner
|
By:
|
BVF Inc., its general partner
|
|
|
|
|
|||
|
By:
|
/s/ Mark N. Lampert
|
By:
|
/s/ Mark N. Lampert
|
|
|
Mark N. Lampert
|
Mark N. Lampert
|
|||
|
President
|
President
|
|||
|
|
||||
|
|
||||
|
BIOTECHNOLOGY VALUE FUND II, L.P.
|
MSI BVF SPV, LLC
|
|||
|
|
||||
|
By:
|
BVF Partners L.P., its general partner
|
By:
|
BVF Partners L.P., its investment adviser
|
|
|
By:
|
BVF Inc., its general partner
|
By:
|
BVF Inc., its general partner
|
|
|
|
|
|||
|
By:
|
/s/ Mark N. Lampert
|
By:
|
/s/ Mark N. Lampert
|
|
|
Mark N. Lampert
|
Mark N. Lampert
|
|||
|
President
|
President
|
|||
|
|
||||
|
BVF INC.
|
||||
|
|
||||
|
BVF PARTNERS L.P.
|
By:
|
/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
|
|||
|
BVF INVESTMENTS, L.L.C.
|
|
|
By:
|
BVF Partners L.P., its manager
|
|
By:
|
BVF Inc., its general partner
|
|
By:
|
/s/ Mark N. Lampert
|
|
Mark N. Lampert
|
|
|
President
|
|
11
CUSIP NO. 87611R306
SCHEDULE A
Transactions in the Securities of the Issuer During the Past Sixty Days
|
Class of
Security
|
Securities
Purchased / (Sold)
|
Price ($)
|
Date of
Purchase / Sale
|
MSI BVF SPV, LLC
|
Common Stock
|
365,000
|
2.3500
|
08/05/2015
|