| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/16/2006 |
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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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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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Common Stock | 778,062 | I | By Burrill Biotechnology Capital Fund L.P.(1) |
| Common Stock | 1,000 | I | By Burrill & Company LLC(2) |
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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) | 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 | ||||
| Stock Option (Right to Buy) | 08/08/2002 | 08/07/2012 | Common Stock | 4,333 | 0.075 | I | By Burrill & Company LLC(2) |
| Stock Option (Right to Buy) | 06/11/2004 | 06/10/2013 | Common Stock | 1,000 | 0.075 | I | By Burrill & Company LLC(2) |
| Stock Option (Right to Buy) | 06/07/2006 | (3) | Common Stock | 1,000 | 0.075 | I | By Burrill & Company LLC(2) |
| Explanation of Responses: |
| 1. The reporting person is the managing member of Burrill & Company (Biotechnology GP), LLC, the general partner of Burrill Biotechnology Capital Fund, L.P. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| 2. The reporting person is the chief executive officer of Burrill & Company LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| 3. This stock option expires on the later of (a) the date that is two and one-half months following the end of the first taxable year of Burrill & Company LLC during which the option vests, or (b) the date that is two and one-half months following the end of the issuer's taxable year in which the option vests, and in no event after March 15, 2007. |
| Remarks: |
| /s/ G. Steven Burrill | 08/18/2006 | |
| ** 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. | ||
Securities
and Exchange Commission
Judiciary
Plaza
450
Fifth
Street, N.W.
Washington,
DC 20549
Re: Targacept,
Inc.
Gentlemen:
Pursuant
to General Instruction 7 to Form 3 (Initial Statement of Beneficial Ownership),
Form 4 (Statement of Changes in Beneficial Ownership) and Form 5 (Annual
Statement of Changes in Beneficial Ownership) promulgated by the Securities
and
Exchange Commission pursuant to Section 16 of the Securities Exchange Act
of
1934, the undersigned director, officer and/or shareholder of Targacept,
Inc.
(the “Company”) hereby authorizes and designates Peter A. Zorn, Mauri K. Hodges,
and Alan A. Musso, and each of them, to execute and file with the Commission
on
his behalf any and all statements on Form 3, Form 4 or Form 5 relating to
his
beneficial ownership of securities of the Company as required by Section
16(a)
of the Securities Exchange Act of 1934 and the rules of the Commission
promulgated thereunder. This authorization and designation shall be effective
for so long as the undersigned remains subject to the provisions of Section
16
of the Securities Exchange Act of 1934.
Effective
as of August 18, 2006.
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/s/
G. Steven Burrill
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G.
Steven Burrill
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