SEC FORM
3
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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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| C/O TARGACEPT, INC. |
| 200 EAST FIRST STREET, SUITE 300 |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
05/31/2012
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3. Issuer Name and Ticker or Trading Symbol
TARGACEPT INC
[ TRGT ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
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VP, Trans Scnces & Emgng Opps
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
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| 1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Common Stock |
1,000 |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Stock Option (Right to Buy) |
|
09/27/2017 |
Common Stock |
3,000 |
8.99 |
D |
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| Stock Option (Right to Buy) |
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12/18/2017 |
Common Stock |
525 |
8.51 |
D |
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| Stock Option (Right to Buy) |
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06/29/2018 |
Common Stock |
3,500 |
7.27 |
D |
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| Stock Option (Right to Buy) |
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01/08/2019 |
Common Stock |
17,000 |
2.93 |
D |
|
| Stock Option (Right to Buy) |
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01/18/2020 |
Common Stock |
15,000 |
20.68 |
D |
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| Stock Option (Right to Buy) |
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03/28/2021 |
Common Stock |
25,625 |
26.05 |
D |
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| Stock Option (Right to Buy) |
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05/03/2022 |
Common Stock |
75,000 |
4.59 |
D |
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| Explanation of Responses: |
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| Remarks: |
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/s/ Peter A. Zorn, Attorney-in-Fact for Steven M. Toler |
06/11/2012 |
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** 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). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
POWER OF ATTORNEY
TARGACEPT, INC.
Know all by these presents, that the undersigned
hereby constitutes and appoints each of Pete Zorn,
Mauri K. Hodges and Alan A. Musso of TARGACEPT, INC.
(the "Company"), and Megan Gates, Ann Margaret Eames,
Anne Leland and Kevin Johnson of Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., signing
singly, with full power of substitution, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned,
in the undersigned's capacity as an officer,
director and/or 10% shareholder of the
Company, Forms 3, 4 and 5 in accordance with
Section 16(a) of the Securities Exchange Act
of 1934, as amended, and the rules thereunder;
(4) do and perform any and all acts for and on
behalf of the undersigned which may be
necessary or desirable to complete and
execute any such Form 3, 4 or 5 and timely
file such form with the United States
Securities and Exchange Commission and any
stock exchange or similar authority; and
(5) take any other action of any type whatsoever
in connection with the foregoing which, in
the opinion of such attorney-in-fact, may be
of benefit to, in the best interests of, or
legally required by the undersigned, it being
understood that the documents executed by
such attorney-in-fact on behalf of the
undersigned pursuant to this Power of
Attorney shall be in such form and shall
contain such terms and conditions as such
attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do
if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute
or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and
powers herein granted. The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16
of the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to
file Forms 3, 4 and 5 with respect to the undersigned's
holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-
fact.
IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed this 5th day of June
2012.
/s/ Steven M. Toler
Signature
Steven M. Toler
Print Name
