SEC Form 3

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* Hodges Mauri K (Last) (First) (Middle) C/O TARGACEPT, INC. 200 EAST FIRST STREET, SUITE 300 (Street) WINSTON-SALEM NC 27101 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/13/2010	3. Issuer Name and Ticker or Trading Symbol TARGACEPT INC [ TRGT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP Finance & Corp Systems	5. 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 Beneficially Owned
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	1,159	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Employee Stock Option (right to buy)	(1)	08/15/2016	Common Stock	26,131	5.55	D
Employee Stock Option (right to buy)	(2)	12/18/2017	Common Stock	32,692	8.51	D
Employee Stock Option (right to buy)	(3)	01/08/2019	Common Stock	28,001	2.93	D
Employee Stock Option (right to buy)	(4)	01/18/2020	Common Stock	35,000	20.68	D

Explanation of Responses:

1. The option vests (vested) in equal installments on the last day of each of 16 consecutive calendar quarters beginning with September 30, 2006.

2. The option vests (vested) in equal installments on the last day of each of 16 consecutive calendar quarters beginning with December 31, 2007.

3. The option vests (vested) in equal installments on the last day of each of 16 consecutive calendar quarters beginning with March 31, 2009.

4. The option vests (vested) in equal installments on the last day of each of 16 consecutive calendar quarters beginning with March 31, 2010.

Remarks:

	/s/ Mauri K. Hodges	04/22/2010
	** 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).
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