SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BURRILL STEVEN

(Last) (First) (Middle)
C/O TARGACEPT, INC.
200 EAST FIRST STREET, SUITE 300

(Street)
WINSTON-SALEM NC 27101

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TARGACEPT INC [ TRGT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/05/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/05/2007 M 1,000 A $0.075 2,000 I By Burrill & Company LLC(1)
Common Stock 778,062 I By Burrill Biotechnology Capital Fund L.P.(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $0.075 03/05/2007 M 1,000 06/07/2006 (3) Common Stock 1,000 $0 0 I By Burrill & Company LLC(1)
Explanation of Responses:
1. 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.
2. 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.
3. This stock option would have expired on the later of (1) the date that is two and one-half months following the end of Burrill & Company LLC's first taxable year during which the option vested, or (2) the date that is two and one-half months following the end of the issuer's taxable year in which the option vested, and in no event after March 15, 2007.
Remarks:
/s/ Peter A. Zorn, Attorney-in-Fact 03/07/2007
** 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 4 (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).
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