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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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SCHEDULE
13G
(RULE
13d-102)
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INFORMATION
TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND
AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(b)
_________________
___________
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(Amendment
No. 1)*
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TARGACEPT,
INC.
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(Name
of Issuer)
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Common
Stock, par value $0.001 per share
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87611R306 | |
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(Title
of class of securities)
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(CUSIP
number)
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December
31, 2009
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(Date
of Event Which Requires Filing of this
Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule
is filed:
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¨
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Rule
13d-1(b)
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¨
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Rule
13d-1(c)
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x
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Rule
13d-1(d)
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__________
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*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.
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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 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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Continued
on Following Pages
Page
1 of 6
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1
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NAME
OF REPORTING PERSONS:
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Nomura
International plc on behalf of Nomura Phase4 Ventures LP, Nomura Phase4 GP
Limited and Nomura Phase4 Ventures Limited
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I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
[_]
(b)
[x]
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
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England
and Wales
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NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE
VOTING POWER:
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519,716
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6
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SHARED
VOTING POWER:
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-0-
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7
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SOLE
DISPOSITIVE POWER:
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519,716
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8
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SHARED
DISPOSITIVE POWER:
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-0-
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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519,716
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:
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[ ]
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
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1.9%
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12
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TYPE
OF REPORTING PERSON:
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CO,
OO
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ITEM
1.
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NAME
OF ISSUER AND ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE
OFFICES
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(a) and
(b) This Statement on Schedule 13G (the “Schedule 13G”) relates to
the Common Stock, par value $0.001 per share (the “Common Stock”), of Targacept,
Inc., a Delaware corporation (the “Issuer”). The address of the
principal executive offices of the Issuer is 200 East First Street, Suite 300,
Winston-Salem, North Carolina, 27101.
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ITEM
2.
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NAME
OF PERSON FILING
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(a) Name
of Persons Filing:
See Item 1 on the cover
page. See also Schedule I.
(b) Address
of Principal Business Office or, if None, Residence:
The principal business office of each
of the Reporting Persons listed in Item 2(a) is as follows:
Nomura House
1 St Martins – 1e – Grand
London,
EC1A 4NP
United Kingdom
(c), (d) and
(e) For
information with respect to citizenship of each of the Reporting Persons, title
of class of securities and CUSIP number for the shares held by such persons, see
the appropriate cover page above.
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ITEM
3.
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IF
THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS:
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(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;
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3
(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).
Not
applicable.
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ITEM
4.
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OWNERSHIP
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(a) –
(c) The
response of the Reporting Persons to Items 5 through 11 on the Cover Sheets
which relate to the beneficial ownership of the Common Stock of the Issuer is
incorporated herein by reference. The percentage ownership of each of
the Reporting Persons is based on 27,700,519 shares of Common Stock outstanding
as of October 31, 2009, as reported by the Issuer Form 10-Q for the period
ending September 30, 2009 filed with the Securities and Exchange Commission on
November 6, 2009, and includes, where appropriate, securities not outstanding
which are subject to options that are exercisable within 60 days. See
also Schedule I.
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ITEM
5.
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OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS
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If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of Securities, check the following|X|.
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ITEM
6.
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OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
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Not
applicable.
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ITEM
7.
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IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING
COMPANY
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See
Schedule I.
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ITEM
8.
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IDENTIFICATION AND
CLASSIFICATION OF MEMBERS OF THE
GROUP.
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Not
applicable.
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ITEM
9.
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NOTICE
OF DISSOLUTION OF GROUP
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Not
applicable.
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ITEM
10.
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CERTIFICATION
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(a) Not
applicable.
(b) By
signing below, the undersigned certifies that, to the best of his or its
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose
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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.
[The
remainder of this page intentionally left blank.]
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5
SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
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Date
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February
12, 2010
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NOMURA
INTERNATIONAL PLC
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By:
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/s/ Denise Pollard-Knight | |||
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Name:
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Denise Pollard-Knight | |||
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Title:
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Managing Director | |||
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SCHEDULE
I
This
statement is being filed by Nomura International plc (“NI”), a public limited
company incorporated under the laws of England and Wales, and on behalf of
itself and Nomura Phase4 Ventures LP (“NLP”, Nomura Phase4 Ventures GP Limited
(“NGP”) and Nomura Phase4 Ventures Limited (“NVL”) (collectively, the “Reporting
Entities”). Each of the Reporting Entities has the address of Nomura
House, 1 St Martins-le-Grand, London, EC1A 4NP, United Kingdom. NI
owns directly all of the stock of NVL. NVL owns directly all of the
stock of NGP. NGP is the general partner of NLP and NVL is the
manager of NLP.
At the
time of the closing of the Issuer’s initial public offering on April 18, 2006
(the “IPO”), NI acquired 1,190,476 shares of Common Stock and NLP acquired
946,428 shares of Common Stock, pursuant to a conversion of securities acquired
prior to the IPO.
NI and
NGP (as general partner of NLP) have each delegated their investment and voting
powers in relation to the securities of the Issuer to NVL.
NGP and
NVL each disclaim beneficial ownership of the securities.
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