UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
TO RULES
13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(b)
(Amendment
No. 3)1
|
Targacept,
Inc.
|
|
(Name
of Issuer)
|
|
Common
Stock, par value $0.001 per share
|
|
(Title
of Class of Securities)
|
|
87611R306
|
|
(CUSIP
Number)
|
|
July
8, 2009
|
|
(Date
of Event Which Requires Filing of this
Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
_______________
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 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).
CUSIP
NO. 87611R306
|
1
|
NAME
OF REPORTING PERSON
Biotechnology
Value Fund, L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
0
shares
|
|
|
6
|
SHARED
VOTING POWER
653,509
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
653,509
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
653,509
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.6%
|
||
|
12
|
TYPE
OF REPORTING PERSON
PN
|
||
2
CUSIP
NO. 87611R306
|
1
|
NAME
OF REPORTING PERSON
Biotechnology
Value Fund II, L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
0
shares
|
|
|
6
|
SHARED
VOTING POWER
442,300
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
442,300
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
442,300
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8%
|
||
|
12
|
TYPE
OF REPORTING PERSON
PN
|
||
3
CUSIP
NO. 87611R306
|
1
|
NAME
OF REPORTING PERSON
BVF
Investments, L.L.C.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
0
shares
|
|
|
6
|
SHARED
VOTING POWER
1,590,800
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
1,590,800
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,590,800
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%
|
||
|
12
|
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
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Illinois
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
0
shares
|
|
|
6
|
SHARED
VOTING POWER
181,600
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
181,600
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,600
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less
than 1%
|
||
|
12
|
TYPE
OF REPORTING PERSON
OO
|
||
5
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
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
0
shares
|
|
|
6
|
SHARED
VOTING POWER
2,868,209
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
2,868,209
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,868,209
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.5%
|
||
|
12
|
TYPE
OF REPORTING PERSON
PN,
IA
|
||
6
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
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
0
shares
|
|
|
6
|
SHARED
VOTING POWER
2,868,209
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
2,868,209
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,868,209
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.5%
|
||
|
12
|
TYPE
OF REPORTING PERSON
CO
|
||
7
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
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
0
shares
|
|
|
6
|
SHARED
VOTING POWER
2,868,209
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
2,868,209
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,868,209
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.5%
|
||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
||
8
CUSIP
NO. 87611R306
|
Item
1(a).
|
Name
of Issuer:
|
Targacept,
Inc., a Delaware corporation (the “Issuer”).
|
Item
1(b).
|
Address
of Issuer's Principal Executive
Offices:
|
200 East
First Street, Suite 300
Winston-Salem,
North Carolina 27101
|
Item
2(a).
|
Name
of Person Filing
|
|
Item
2(b).
|
Address
of Principal Business Office or, if None,
Residence
|
|
Item
2(c).
|
Citizenship
|
Biotechnology
Value Fund, L.P. (“BVF”)
900 North
Michigan Avenue, Suite 1100
Chicago,
Illinois 60611
Citizenship:
Delaware
Biotechnology
Value Fund II, L.P. (“BVF2”)
900 North
Michigan Avenue, Suite 1100
Chicago,
Illinois 60611
Citizenship:
Delaware
BVF
Investments, L.L.C. (“BVLLC”)
900 North
Michigan Avenue, Suite 1100
Chicago,
Illinois 60611
Citizenship:
Delaware
Investment
10, L.L.C. (“ILL10”)
900 North
Michigan Avenue, Suite 1100
Chicago,
Illinois 60611
Citizenship:
Illinois
BVF
Partners L.P. (“Partners”)
900 North
Michigan Avenue, Suite 1100
Chicago,
Illinois 60611
Citizenship:
Delaware
BVF
Inc.
900 North
Michigan Avenue, Suite 1100
Chicago,
Illinois 60611
Citizenship:
Delaware
Mark N.
Lampert (“Mr. Lampert”)
900 North
Michigan Avenue, Suite 1100
Chicago,
Illinois 60611
Citizenship:
United States
Each of
the foregoing is referred to as a “Reporting Person” and collectively as the
“Reporting Persons.”
9
CUSIP
NO. 87611R306
|
Item
2(d).
|
Title
of Class of Securities:
|
Common
Stock, par value $0.001 per share (the “Common Stock”)
|
Item
2(e).
|
CUSIP
Number:
|
87611R306
|
Item
3.
|
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is
a:
|
/x/ Not
applicable.
|
|
(a)
|
/
/
|
Broker
or dealer registered under Section 15 of the Exchange
Act.
|
|
|
(b)
|
/
/
|
Bank
as defined in Section 3(a)(6) of the Exchange
Act.
|
|
|
(c)
|
/
/
|
Insurance
company as defined in Section 3(a)(19) of the Exchange
Act.
|
|
|
(d)
|
/
/
|
Investment
company registered under Section 8 of the Investment Company
Act.
|
|
|
(e)
|
/
/
|
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
|
|
|
(f)
|
/
/
|
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
|
|
|
(g)
|
/
/
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
|
|
|
(h)
|
/
/
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act.
|
|
|
(i)
|
/
/
|
A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company
Act.
|
|
|
(j)
|
/
/
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
|
Item
4.
|
Ownership
|
|
|
(a)
|
Amount
beneficially owned:
|
As of the
close of business on July 9, 2009, (i) BVF beneficially owned 653,509 shares of
Common Stock, (ii) BVF2 beneficially owned 442,300 shares of Common Stock, (iii)
BVLLC beneficially owned 1,590,800 shares of Common Stock and (iv) ILL10
beneficially owned 181,600 shares of Common Stock.
Partners,
as the general partner of BVF and BVF2, the manager of BVLLC and the investment
adviser of ILL10, may be deemed to beneficially own the 2,868,209 shares of
Common Stock beneficially owned in the aggregate by BVF, BVF2, BVLLC and
ILL10.
BVF Inc.,
as the general partner of Partners, may be deemed to beneficially own the
2,868,209 shares of Common Stock beneficially owned by Partners.
Mr.
Lampert, as a director and officer of BVF Inc., may be deemed to beneficially
own the 2,868,209 shares of Common Stock beneficially owned by BFV
Inc.
10
CUSIP
NO. 87611R306
The
foregoing should not be construed in and of itself as an admission by any
Reporting Person as to beneficial ownership of any shares of Common Stock owned
by another Reporting Person. Each of Partners, BVF Inc. and Mr.
Lampert disclaims beneficial ownership of the shares of Common Stock
beneficially owned by BVF, BVF2, BVLLC and ILL10 and the filing of this
statement shall not be construed as an admission that any such person or entity
is the beneficial owner of any such securities.
|
|
(b)
|
Percent
of class:
|
Based on
24,965,173 shares of Common Stock outstanding as of April 30, 2009, as reported
in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 11, 2009. As of the close of business on
July 9, 2009, (i) BVF beneficially owned approximately 2.6% of the outstanding
shares of Common Stock, (ii) BVF2 beneficially owned approximately 1.8% of the
outstanding shares of Common Stock, (iii) BVLLC beneficially owned approximately
6.4% of the outstanding shares of Common Stock, (iv) ILL10 beneficially owned
own less than 1% of the outstanding shares of Common Stock and (v) each of
Partners, BVF Inc. and Mr. Lampert beneficially owned approximately 11.5% of the
outstanding shares of Common Stock.
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
See Cover
Pages Items 5-9.
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
See Cover
Pages Items 5-9.
|
|
(iii)
|
Sole
power to dispose or to direct the disposition
of
|
See Cover
Pages Items 5-9.
|
|
(iv)
|
Shared
power to dispose or to direct the disposition
of
|
See Cover
Pages Items 5-9.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
Not
applicable
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
Pursuant
to the operating agreement of BVLLC, Partners is authorized, among other things,
to invest the contributed capital of Samana Capital, L.P., the majority member
of BVLLC, in the shares of Common Stock and other securities of the issuer and
to vote, exercise or convert and dispose of each security, and is entitled to
receive fees based on assets under management and, subject to certain
exceptions, allocations based on realized and unrealized gains on such
assets.
Partners,
BVF Inc. and Mr. Lampert share voting and dispositive power over the shares of
Common Stock beneficially owned by BVF, BVF2, BVLLC and ILL10.
11
CUSIP
NO. 87611R306
|
Item
7.
|
Identification
and Classification of the Subsidiary That Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
|
Not
Applicable
|
Item
8.
|
Identification
and Classification of Members of the
Group.
|
See
Exhibit 99.1.
|
Item
9.
|
Notice
of Dissolution of Group.
|
Not
Applicable
|
Item
10.
|
Certifications.
|
By
signing below each of the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
12
CUSIP
NO. 87611R306
SIGNATURE
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:
July 13, 2009
|
BIOTECHNOLOGY
VALUE FUND, L.P.
|
INVESTMENT
10, L.L.C.
|
|||
|
By:
|
BVF
Partners L.P., its general partner
|
By:
|
BVF
Partners L.P., its investment manager
|
|
|
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.
|
BVF
PARTNERS L.P.
|
|||
|
By:
|
BVF
Partners L.P., its general partner
|
By:
|
BVF
Inc., its general partner
|
|
|
By:
|
BVF
Inc., its general partner
|
By:
|
/s/
Mark N. Lampert
|
|
|
Mark
N. Lampert
|
||||
|
By:
|
/s/
Mark N. Lampert
|
President
|
||
|
Mark
N. Lampert
|
||||
|
President
|
||||
|
BVF
INC.
|
||||
|
BVF
INVESTMENTS, L.L.C.
|
By:
|
/s/
Mark N. Lampert
|
||
|
Mark
N. Lampert
|
||||
|
By:
|
BVF
Partners L.P., its manager
|
President
|
||
|
By:
|
BVF
Inc., its general partner
|
|||
|
/s/
Mark N. Lampert
|
||||
|
By:
|
/s/
Mark N. Lampert
|
MARK
N. LAMPERT
|
||
|
Mark
N. Lampert
|
||||
|
President
|
||||
13
Exhibit
99.1
JOINT FILING
AGREEMENT
The
undersigned hereby agree that the Statement on Amendment No. 3 to the Schedule
13G dated July 13, 2009 with respect to the shares of Common Stock of Targacept,
Inc. and any further amendments thereto executed by each and any of the
undersigned shall be filed on behalf of each of the undersigned pursuant to and
in accordance with the provisions of Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended.
Dated:
July 13, 2009
|
BIOTECHNOLOGY
VALUE FUND, L.P.
|
INVESTMENT
10, L.L.C.
|
|||
|
By:
|
BVF
Partners L.P., its general partner
|
By:
|
BVF
Partners L.P., its investment manager
|
|
|
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.
|
BVF
PARTNERS L.P.
|
|||
|
By:
|
BVF
Partners L.P., its general partner
|
By:
|
BVF
Inc., its general partner
|
|
|
By:
|
BVF
Inc., its general partner
|
By:
|
/s/
Mark N. Lampert
|
|
|
Mark
N. Lampert
|
||||
|
By:
|
/s/
Mark N. Lampert
|
President
|
||
|
Mark
N. Lampert
|
||||
|
President
|
||||
|
BVF
INC.
|
||||
|
BVF
INVESTMENTS, L.L.C.
|
By:
|
/s/
Mark N. Lampert
|
||
|
Mark
N. Lampert
|
||||
|
By:
|
BVF
Partners L.P., its manager
|
President
|
||
|
By:
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BVF
Inc., its general partner
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/s/
Mark N. Lampert
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By:
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/s/
Mark N. Lampert
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MARK
N. LAMPERT
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Mark
N. Lampert
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President
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