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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OMB APPROVAL |
OMB Number: |
3235-0104 |
Estimated average burden |
hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
NOMURA HOUSE |
1 ST. MARTIN'S-LE-GRAND |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/11/2006
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3. Issuer Name and Ticker or Trading Symbol
TARGACEPT INC
[ TRGT ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
X |
Other (specify below) |
Member of 13G Group |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
X |
Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Beneficially Owned |
1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Series C Convertible Preferred Stock |
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Common Stock |
1,190,476 |
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D |
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Series C Convertible Preferred Stock |
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Common Stock |
946,428 |
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I
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See Note #5 |
1. Name and Address of Reporting Person*
NOMURA HOUSE |
1 ST. MARTIN'S-LE-GRAND |
(Street)
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1. Name and Address of Reporting Person*
NOMURA HOUSE |
1 ST. MARTIN'S-LE-GRAND |
(Street)
|
1. Name and Address of Reporting Person*
NOMURA HOUSE |
1 ST. MARTIN'S-LE-GRAND |
(Street)
|
1. Name and Address of Reporting Person*
NOMURA HOUSE |
1 ST. MARTIN'S-LE-GRAND |
(Street)
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Explanation of Responses: |
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See Exhibit 99.1 for signature information |
04/11/2006 |
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** 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