SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Soloway Thomas P (Last) (First) (Middle) C/O TRANSCEPT PHARMACEUTICALS, INC. 1003 W. CUTTING BLVD., SUITE #110 (Street) POINT RICHMOND CA 94804 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Transcept Pharmaceuticals Inc [ TSPT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP, Operations and CFO
	3. Date of Earliest Transaction (Month/Day/Year) 01/30/2009
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/30/2009		A		2,239	A	(1)	2,239	D
Common Stock	01/30/2009		A		8,162	A	(1)	8,162	I	See footnote(2)
Common Stock	01/30/2009		A		20,833	A	(1)	20,833	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee stock option (right to buy)	$0.8844	01/30/2009		A		66,677		(4)	03/15/2016	Common Stock	66,677	(5)	66,677	D
Employee stock option (right to buy)	$1.7688	01/30/2009		A		52,508		(6)	04/04/2017	Common Stock	52,508	(5)	52,508	D
Common Stock Warrant	$8.1364	01/30/2009		A		153		(7)	10/25/2012	Common Stock	153	(8)	153	I	See footnote(2)

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger by and among Novacea, Inc. ("Novacea"), Pivot Acquisition, Inc. and Transcept Pharmaceuticals, Inc. ("Transcept"), dated as of August 29, 2008 (the "Merger Agreement"), each share of Transcept common stock converted into 0.141340 shares of Novacea common stock at the effective time of the merger. After completion of the merger, Novacea was renamed Transcept Pharmaceuticals, Inc. and began to trade under the stock symbol TSPT.

2. Shares held directly by the Thomas J. Soloway Revocable Family Trust (the "Family Trust") for which the Reporting Person serves as trustee. The Reporting Person disclaims beneficial ownership of the shares held by the Family Trust except to the extent of his pecuniary interest therein.

3. Shares held directly by the Thomas J. Soloway 2003 Irrevocable Trust (the "2003 Trust") for which the Reporting Person's spouse serves as trustee. The Reporting Person disclaims beneficial ownership of the shares held by the 2003 Trust except to the extent of his pecuniary interest therein.

4. One-fourth of the shares subject to the option vested on November 23, 2006 and one forty-eighth of the shares shall vest monthly thereafter.

5. Pursuant to the Merger Agreement, each outstanding and unexercised option to purchase shares of Transcept common stock outstanding and unexercised was assumed by Novacea and became an option to purchase that number of shares of Novacea common stock equal to the number of shares of Transcept common stock subject to the option multiplied by 0.141340.

6. The option vests in forty-eight equal monthly installments beginning on March 26, 2007.

7. The warrant is immediately exercisable.

8. Pursuant to the Merger Agreement, each outstanding warrant to purchase shares of Transcept preferred stock or common stock outstanding was assumed by Novacea and became a warrant to purchase that number of shares of Novacea common stock equal to the number of shares of Transcept common stock, or the number of shares of Transcept common stock issuable upon conversion of Transcept preferred stock, issuable upon exercise of the Transcept warrant multiplied by 0.141340.

	/s/ Marilyn E. Wortzman, by power of attorney	02/02/2009
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (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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