Specimen Common Stock Certificate of Transcept



 Exhibit 4.1 
 

 
  
 TP 
 COMMON STOCK 
 COMMON STOCK 
 TRANSCEPT PHARMACEUTICALS, INC. 
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 
 CUSIP 89354M 10 6 
 This Certifies that 
 is the owner of 
 FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE OF 
 TRANSCEPT
PHARMACEUTICALS, INC. 
 (the “Corporation”), a Delaware corporation. The shares represented by this Certificate are
transferable only on the stock transfer books of the Corporation by the holder of record hereof, or by his duly authorized attorney or legal representative, upon the surrender of this Certificate properly endorsed. This Certificate is not valid
until countersigned and registered by the Corporation’s transfer agent and registrar. 
 IN WITNESS WHEREOF, the
Corporation has caused this Certificate to be executed by the facsimile signatures of its duly authorized officers and has caused a facsimile of its corporate seal to be hereunto affixed. 
 COUNTERSIGNED AND REGISTERED: 
 AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC 
 (New York, NY) 

TRANSFER AGENT AND REGISTRAR BY: 
 AUTHORIZED SIGNATURE 
 Dated: 
 SECRETARY 
 PRESIDENT AND CHIEF EXECUTIVE OFFICER 
 PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS
PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF 
 Colors Selected for Printing: Logo prints in PMS 208
AND BLACK. Intaglio prints SC-3 dark green. 
 COLOR: This proof was printed from a digital file or artwork on a graphics
quality, color laser printer. It is a good representation of the color as it will appear on the final product. However, it is not an exact color rendition, and the final printed product may appear slightly different from the proof due to the
difference between the dyes and printing ink. 







 

 
  
 TRANSCEPT
PHARMACEUTICALS, INC. 
 A statement of the powers, designations, preferences and relative, participating, optional, or other
special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights as established, from time to time, by the Certificate of Incorporation of the Corporation and by any
certificate of determination, the number of shares constituting each class and series, and the designations thereof, may be obtained by the holder hereof upon request and without charge at the principal office of the Corporation. 
 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written
out in full 

									
	 according to applicable laws or regulations:

	 TEN COM
	 	 —as tenants in common
	 	 UNIF GIFT MIN ACT —
	 	 Custodian

	 TEN ENT JT TEN
	 	 —as tenants by the entireties —as joint tenants with right
of
	 	 	 	 (Cust) (Minor) under Uniform Gifts to Minors

	 survivorship and not as tenants in common
	 	 	 	 Act
	 	 (State)


 Additional abbreviations may also be used though not in the above list. 

For value received, hereby sell, assign and transfer unto 
 PLEASE INSERT SOCIAL SECURITY OR OTHER 
 IDENTIFYING NUMBER OF ASSIGNEE 
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP
CODE, OF ASSIGNEE) 
 shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute
and appoint 
 Attorney to transfer the said stock on the books of the within named Corporation with full power of
substitution in the premises. 
 Dated: 
 NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

 SIGNATURE(S) GUARANTEED: THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. 
 PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF 
 NOTE: TEXT RECEIVED BY MODEM OR E-MAIL IS NOT PROOFREAD WORD FOR WORD.