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, 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^*

HEALY JAMES

(Last)

(First)

(Middle)

SOFINNOVA VENTURES

140 GEARY STREET, TENTH FLOOR

(Street)

SAN FRANCISCO

94108

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/09/2006

3. Issuer Name and Ticker or Trading Symbol
NOVACEA INC [ NOVC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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, $0.001 par value	43,213 ^{( 1 )}	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A-1 Preferred Stock ^{( 2 )}	^{( 3 )}	^{( 4 )}	Common Stock	8,768	0	I	By SVA ^{( 5 )}
Series A-1 Preferred Stock ^{( 2 )}	^{( 3 )}	^{( 4 )}	Common Stock	266,509	0	I	By SVP ^{( 6 )}
Series A-1 Preferred Stock ^{( 2 )}	^{( 3 )}	^{( 4 )}	Common Stock	4,086	0	I	By SVP II ^{( 7 )}
Series A-2 Preferred Stock ^{( 2 )}	^{( 3 )}	^{( 4 )}	Common Stock	8,768	0	I	By SVA ^{( 5 )}
Series A-2 Preferred Stock ^{( 2 )}	^{( 3 )}	^{( 4 )}	Common Stock	266,509	0	I	By SVP ^{( 6 )}
Series A-2 Preferred Stock ^{( 2 )}	^{( 3 )}	^{( 4 )}	Common Stock	4,086	0	I	By SVP II ^{( 7 )}
Series B Preferred Stock ^{( 2 )}	^{( 3 )}	^{( 4 )}	Common Stock	13,670	0	I	By SVA ^{( 5 )}
Series B Preferred Stock ^{( 2 )}	^{( 3 )}	^{( 4 )}	Common Stock	415,498	0	I	By SVP ^{( 6 )}
Series B Preferred Stock ^{( 2 )}	^{( 3 )}	^{( 4 )}	Common Stock	6,371	0	I	By SVP II ^{( 7 )}
Series C Preferred Stock ^{( 2 )}	^{( 3 )}	^{( 4 )}	Common Stock	16,536	0	I	By SVA ^{( 5 )}
Series C Preferred Stock ^{( 2 )}	^{( 3 )}	^{( 4 )}	Common Stock	795,678	0	I	By SVP ^{( 6 )}
Series C Preferred Stock ^{( 2 )}	^{( 3 )}	^{( 4 )}	Common Stock	12,057	0	I	By SVP II ^{( 7 )}
Stock Option (right to buy)	^{( 8 )}	05/09/2016	Common Stock	$12,500	6.5	D

1. Name and Address of Reporting Person^*

HEALY JAMES

(Last)

(First)

(Middle)

SOFINNOVA VENTURES

140 GEARY STREET, TENTH FLOOR

(Street)

SAN FRANCISCO

94108

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sofinnova Management V LLC

(Last)

(First)

(Middle)

140 GEARY STREET TENTH FLOOR

(Street)

SAN FRANCISCO

94108

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SOFINNOVA VENTURE AFFILIATES V LP

(Last)

(First)

(Middle)

140 GEARY STREET TENTH FLOOR

(Street)

SAN FRANCISCO

94108

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SOFINNOVA VENTURE PARTNERS V LP

(Last)

(First)

(Middle)

140 GEARY STREET TENTH FLOOR

(Street)

SAN FRANCISCO

94108

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SOFINNOVA VENTURE PRINCIPALS V LP

(Last)

(First)

(Middle)

140 GEARY STREET TENTH FLOOR

(Street)

SAN FRANCISCO

94108

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Azan Alain

(Last)

(First)

(Middle)

140 GEARY STREET TENTH FLOOR

(Street)

SAN FRANCISCO

94108

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

POWELL MICHAEL

(Last)

(First)

(Middle)

140 GEARY STREET TENTH FLOOR

(Street)

SAN FRANCISCO

94108

(City)

(State)

(Zip)

Explanation of Responses:

1. A portion of these shares is subject to a right of repurchase held by the Issuer.

2. Each share of preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering.

3. The securities are immediately convertible.

4. The expiration date is not relevant to the conversion of these securities.

5. The shares are owned directly by Sofinnova Venture Affiliates V, L.P. ("SVA"). Reporting Person is a managing member of Sofinnova Management V, L.L.C. ("SM"), which is the general partner of SVA. Reporting Person disclaims beneficial ownership of the shares held by SVA except to the extent of any indirect pecuniary interest therein and the inclusion of these shares shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose. Michael Powell and Alain Azan are both managing members of SM and each disclaims beneficial ownership of the shares held by SVA except to the extent of any indirect pecuniary interest therein and the inclusion of these shares shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.

6. The shares are owned directly by Sofinnova Venture Partners V, L.P. ("SVP"). Reporting Person is a managing member of SM which is the general partner of SVP. Reporting Person disclaims beneficial ownership of the shares held by SVP except to the extent of any indirect pecuniary interest therein and the inclusion of these shares shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose. Michael Powell and Alain Azan are both managing members of SMV and each disclaims beneficial ownership of the shares held by SVP except to the extent of any indirect pecuniary interest therein and the inclusion of these shares shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.

7. The shares are owned directly by Sofinnova Venture Principals V, L.P. ("SVP II"). Reporting Person is a managing member of SM, which is the general partner of SVP II. Reporting Person disclaims beneficial ownership of the shares held by SVP II except to the extent of any indirect pecuniary interest therein and the inclusion of these shares shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose. Michael Powell and Alain Azan are both managing members of SM and each disclaims beneficial ownership of the shares held by SVP II except to the extent of any indirect pecuniary interest therein and the inclusion of these shares shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.

8. The shares vest pursuant to the following schedule: The shares subject to the option will vest in 12 successive and equal monthly installments measured from March 23, 2006, such that 100% of the shares subject to the option will be fully vested on March 23, 2007.

	/s/ James I. Healy	05/09/2006
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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