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As Of Filer Filing As/For/On Docs:Pgs Issuer Agent 5/03/06 Moorin Jay 3 5/03/06 2:7 Novacea Inc Kelley Drye & Warren/FA
Document/Exhibit Description Pages Size
1: 3 Initial Statement of Beneficial Ownership of XML 11K
Securities
2: EX-24 Power of Attorney 1 6K
| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
5/3/06 |
3. Issuer Name and Ticker or Trading Symbol
NOVACEA INC [ NOVC ] |
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| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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| 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) |
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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) | 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 | ||||
| Series A-1 Preferred Stock ( 1 ) | ( 2 ) | ( 3 ) | Common Stock | 279,364 | 0 | I | See footnote ( 4 ) |
| Series A-2 Preferred Stock ( 1 ) | ( 2 ) | ( 3 ) | Common Stock | 279,364 | 0 | I | See footnote ( 4 ) |
| Series B Preferred Stock ( 1 ) | ( 2 ) | ( 3 ) | Common Stock | 435,539 | 0 | I | See footnote ( 5 ) |
| Series C Preferred Stock ( 1 ) | ( 2 ) | ( 3 ) | Common Stock | 476,393 | 0 | I | See footnote ( 6 ) |
| Stock Option (right to buy) | ( 7 ) | 3/2/14 | Common Stock | 34,285 | 1.295 | D | |
| Stock Option (right to buy) | ( 8 ) | 11/29/15 | Common Stock | 8,928 | 5.25 | D | |
| Stock Option (right to buy) | ( 9 ) | 5/3/06 | Common Stock | 12,500 | ( 10 ) | D | |
| Explanation of Responses: |
| 1. Each share of preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering. |
| 2. The securities are immediately convertible. |
| 3. The preferred stock is convertible into the issuer's common stock on a 1-for-1 basis and has no expiration date. |
| 4. Of such shares, 267,994 are owned by ProQuest Investments II, L.P. ("Investments II") and 11,370 are owned by ProQuest Investments II Advisors Fund, L.P. ("Advisors"). ProQuest Associates II, LLC ("Associates II") is the general partner of each of Investments II and Advisors. The reporting person is a managing member of Associates II and disclaims beneficial ownership of the reported shares except to the extent of any indirect pecuniary interest therein. |
| 5. Of such shares, 417,813 are owned by Investments II and 17,726 are owned by Advisors. The reporting person disclaims beneficial ownership of the reported shares except to the extent of any indirect pecuniary interest therein. |
| 6. Of such shares, 457,005 are owned by Investments II and 19,388 are owned by Advisors. The reporting person disclaims beneficial ownership of the reported shares except to the extent of any indirect pecuniary interest therein. |
| 7. Such options are immediately exercisable. However, all unvested shares of common stock underlying the option are subject to a right of repurchase held by the issuer, which right will lapse as the underlying shares vest in 48 successive and equal monthly installments measured from March 3, 2004, such that all underlying shares will be fully vested on March 3, 2008. |
| 8. Such options are immediately exercisable. However, all unvested shares of common stock underlying the option are subject to a right of repurchase held by the issuer, which right will lapse as the underlying shares vest in 12 successive and equal monthly installments measured from November 30, 2005, such that all underlying shares will be fully vested on November 30, 2006. |
| 9. Such options are immediately exercisable. However, all unvested shares of common stock underlying the option are subject to a right of repurchase held by the issuer, which right will lapse as the underlying shares vest in 12 successive and equal monthly installments measured from March 22, 2006, such that all underlying shares will be fully vested on March 22, 2007. |
| 10. The exercise price is equal to the sale price per share of the issuer's initial public offering. |
| /s/ Pasquale DeAngelis as Attorney-in-Fact | 5/3/06 | |
| ** 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. | ||