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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Targacept, Inc.
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(Name of Issuer)
Common Stock, $.001 par value per share
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(Title of Class of Securities)
87611R306
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(CUSIP Number)
December 31, 2007
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
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CUSIP NO. 87611R306 13G PAGE 2 OF 9
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ITEM 1(A). NAME OF ISSUER: Targacept, Inc. (the "Issuer")
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 200 East First
Street, Suite 300, Winston-Salem, NC 27101
ITEM 2(A). NAMES OF PERSONS FILING: Oxford Bioscience Partners IV L.P.
("Oxford IV") and mRNA Fund II L.P. ("mRNA II") (collectively, the
"Funds"); OBP Management IV L.P. ("OBP IV"), which is the sole
general partner of Oxford IV and mRNA II; and Jeffrey T. Barnes
("Barnes"), Jonathan J. Fleming ("Fleming"), Michael E. Lytton
("Lytton") and Alan G. Walton ("Walton") (collectively, the
"General Partners"), who are the general partners of OBP IV. The
persons named in this paragraph are referred to individually
herein as a "Reporting Person" and collectively as the "Reporting
Persons."
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The
address of the principal business office of Oxford IV, mRNA II,
OBP IV, Barnes, Fleming and Lytton is 222 Berkeley Street, Suite
1650, Boston, Massachusetts 02116. The address of the principal
business office of Walton is 315 Post Rd. West, Westport,
Connecticut 06880.
ITEM 2(C). CITIZENSHIP: The Funds and OBP IV are limited partnerships
organized under the laws of the State of Delaware. Each of the
General Partners is a United States citizen.
ITEM 2(D). TITLE OF CLASS OF SECURITIES: Common Stock, $.001 par value
("Common Stock").
ITEM 2(E). CUSIP NUMBER: 87611R306.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS. 240.13D-1(B) OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
ITEM 4. OWNERSHIP.
Not applicable.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Each Reporting Person has ceased to own beneficially five percent
(5%) or more of the Issuer's outstanding Common Stock. Mark P.
Carthy has ceased to be a general partner of OBP IV and
accordingly is no longer deemed to share the power to direct the
disposition or vote of record by Oxford IV and mRNAII.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
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CUSIP NO. 87611R306 13G PAGE 3 OF 9
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ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable. The Reporting Persons expressly disclaim
membership in a "group" as used in Rule 13d-5(b).
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable. This statement on Schedule 13G is not filed
pursuant to Rule 13d-1(b) or Rule 13d-1(c).
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CUSIP NO. 87611R306 13G PAGE 4 OF 9
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: February 11, 2008
OXFORD BIOSCIENCE PARTNERS IV L.P.
By: OBP MANAGEMENT IV L.P.
General Partner
By: *
----------------------------
Jonathan J. Fleming
General Partner
mRNA FUND II L.P.
By: OBP MANAGEMENT IV L.P.
General Partner
By: *
----------------------------
Jonathan J. Fleming
General Partner
OBP MANAGEMENT IV L.P.
By: *
--------------------------------
Jonathan J. Fleming
General Partner
*
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Jeffery T. Barnes
*
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Jonathan J. Fleming
*
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Michael E. Lytton
*
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Alan G. Walton
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CUSIP NO. 87611R306 13G PAGE 5 OF 9
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*By: /s/ Raymond Charest
------------------------------
Raymond Charest
As attorney-in-fact
This Amendment to Schedule 13G was executed by Raymond Charest on behalf of the
individuals listed above pursuant to Powers of Attorney, copies of which are
attached as Exhibit 2.
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CUSIP NO. 87611R306 13G PAGE 6 OF 9
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EXHIBIT 1
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AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the
undersigned hereby agree that only one statement containing the information
required by Schedule 13G need be filed with respect to the ownership by each of
the undersigned of shares of stock of Targacept, Inc.
EXECUTED this 11th day of February, 2008.
OXFORD BIOSCIENCE PARTNERS IV L.P.
By: OBP MANAGEMENT IV L.P.
General Partner
By: *
----------------------------
Jonathan J. Fleming
General Partner
mRNA FUND II L.P.
By: OBP MANAGEMENT IV L.P.
General Partner
By: *
----------------------------
Jonathan J. Fleming
General Partner
OBP MANAGEMENT IV L.P.
By: *
--------------------------------
Jonathan J. Fleming
General Partner
*
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Jeffery T. Barnes
*
- --------------------------------
Jonathan J. Fleming
*
- --------------------------------
Michael E. Lytton
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CUSIP NO. 87611R306 13G PAGE 7 OF 9
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*
- --------------------------------
Alan G. Walton
*By: /s/ Raymond Charest
-------------------------
Raymond Charest
As attorney-in-fact
This Amendment to Schedule 13G was executed by Raymond Charest on behalf of the
individuals listed above pursuant to Powers of Attorney, copies of which are
attached as Exhibit 2.
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CUSIP NO. 87611R306 13G PAGE 8 OF 9
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EXHIBIT 2
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Raymond Charest, Alexia Pearsall and
Jonathan J. Fleming, and each of them, with full power to act without the other,
his true and lawful attorney-in-fact and agent, with full power of substitution,
for him and in his name, place and stead, in any and all capacities (until
revoked in writing) to sign any and all instruments, certificates and documents
required to be executed on behalf of himself as an individual or in his capacity
as a general partner or authorized signatory, as the case may be, on behalf of
any of Oxford Bioscience Partners IV L.P., mRNA II L.P., or OBP Management IV
L.P., pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and any and all regulations promulgated thereunder
and to file the same, with all exhibits thereto, and any other documents in
connection therewith, with the Securities and Exchange Commission, and with any
other entity when and if such is mandated by the Exchange Act or by the By-laws
of the National Association of Securities Dealers, Inc., granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary fully to all intents and purposes as
he might or could do in person thereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof, or may have done in connection with the
matters described above. IN WITNESS WHEREOF, this Power of Attorney has been
signed as of the 8th day of April, 2004.
OXFORD BIOSCIENCE PARTNERS IV L.P.
BY ITS GENERAL PARTNER, OBP MANAGEMENT IV L.P.
By: /s/ Jonathan Fleming
------------------------------
Name: Jonathan J. Fleming
Title: General Partner
MRNA FUND II L.P.
BY ITS GENERAL PARTNER, OBP MANAGEMENT IV L.P.
By: /s/ Jonathan Fleming
------------------------------
Name: Jonathan J. Fleming
Title: General Partner
OBP MANAGEMENT IV L.P.
By: /s/ Jonathan Fleming
------------------------------
Name: Jonathan J. Fleming
Title: General Partner
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CUSIP NO. 87611R306 13G PAGE 9 OF 9
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/s/ Jeffrey T. Barnes
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Jeffrey T. Barnes
/s/ Mark P. Carthy
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Mark P. Carthy
/s/ Jonathan J. Fleming
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Jonathan J. Fleming
/s/ Michael E. Lytton
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Michael E. Lytton
/s/ Alan G. Walton
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Alan G. Walton
Page 9 of 9