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Filing Details

Accession Number:: 0001209191-14-070497
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-11-20 21:10:37
Reporting Period:: 2014-11-18

Filing Date:: 2014-11-20
Accepted Time:: 2014-11-20 21:10:37
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1484565	Capnia Inc.	CAPN	Electromedical & Electrotherapeutic Apparatus (3845)	770523891

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1227162	Edgar Engleman	C/O Capnia, Inc., 3 Twin Dolphin Dr, Suite 160 Redwood City CA 94065	Yes	No	Yes	No
1397906	Albert Cha	575 High Street, Suite 201 Palo Alto CA 94301	No	No	Yes	No
1398937	Vivo Ventures Fund V, L.p.	575 High Street, Suite 201 Palo Alto CA 94301	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2014-11-18	137,277	$0.00	169,035	No	4	C	Direct
Common Stock	Acquisiton	2014-11-18	1,611	$0.00	170,646	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2014-11-18	178,408	$0.00	349,054	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2014-11-18	59,638	$0.00	408,692	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2014-11-18	1,102	$0.00	409,794	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2014-11-18	19,766	$0.00	429,560	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2014-11-18	95,112	$0.00	524,672	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2014-11-18	1,755	$0.00	526,427	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2014-11-18	31,250	$0.00	557,677	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2014-11-18	1,936,843	$0.00	2,494,520	No	4	P	Direct
Common Stock	Acquisiton	2014-11-18	22,729	$0.00	2,517,249	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2014-11-18	28,028	$0.00	2,545,277	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2014-11-18	6,689	$0.00	2,551,966	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2014-11-18	122	$0.00	2,552,088	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2014-11-18	348,800	$0.00	2,900,888	No	4	P	Direct
Common Stock	Acquisiton	2014-11-18	4,093	$0.00	2,904,981	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2014-11-18	585,437	$0.00	3,490,418	No	4	P	Direct
Common Stock	Acquisiton	2014-11-18	6,870	$0.00	3,497,288	No	4	P	Indirect	See Footnote
2010/2012 Convertible Promissory Notes	Disposition	2014-11-18	9,427,595	$0.00	0	No	4	S	Direct
2010/2012 Convertible Promissory Notes	Disposition	2014-11-18	110,642	$0.00	0	No	4	S	Indirect	See Footnote
2010/2012 Convertible Promissory Notes	Disposition	2014-11-18	136,441	$0.00	0	No	4	S	Indirect	See Footnote
2010/2012 Convertible Promissory Notes	Disposition	2014-11-18	32,569	$0.00	0	No	4	S	Indirect	See Footnote
2010/2012 Convertible Promissory Notes	Disposition	2014-11-18	596	$0.00	0	No	4	S	Indirect	See Footnote
2014 Convertible Promissory Notes	Disposition	2014-11-18	1,567,879	$0.00	0	No	4	S	Direct
2014 Convertible Promissory Notes	Disposition	2014-11-18	18,401	$0.00	0	No	4	S	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Direct
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	P	Direct
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Direct
No	4	P	Indirect	See Footnote
No	4	P	Direct
No	4	P	Indirect	See Footnote
No	4	S	Direct
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Direct
No	4	S	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series C Preferred Stock	Disposition	2014-11-18	137,277	$0.00	137,277	$0.00
Common Stock	Series C Preferred Stock	Disposition	2014-11-18	240	$0.00	240	$0.00
Common Stock	Series C Preferred Stock	Disposition	2014-11-18	178,408	$0.00	178,408	$0.00
Common Stock	Series C Preferred Stock	Disposition	2014-11-18	59,638	$0.00	59,638	$0.00
Common Stock	Series C Preferred Stock	Disposition	2014-11-18	1,102	$0.00	1,102	$0.00
Common Stock	Series B Preferred Stock	Disposition	2014-11-18	19,766	$0.00	19,766	$0.00
Common Stock	Series B Preferred Stock	Disposition	2014-11-18	95,112	$0.00	95,112	$0.00
Common Stock	Series B Preferred Stock	Disposition	2014-11-18	1,755	$0.00	1,755	$0.00
Common Stock	Series A Preferred Stock	Disposition	2014-11-18	31,250	$0.00	31,250	$0.00
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2014-11-18	322,109	$0.00	322,109	$4.87
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2014-11-18	3,778	$0.00	3,778	$4.87
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2014-11-18	4,205	$0.00	4,205	$4.87
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2014-11-18	1,002	$0.00	1,002	$4.87
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2014-11-18	17	$0.00	17	$4.87
Common Stock	Series A Warrant to Purchase Common Stock	Acquisiton	2014-11-18	348,800	$0.00	348,800	$6.50
Common Stock	Series A Warrant to Purchase Common Stock	Acquisiton	2014-11-18	4,093	$0.00	4,093	$6.50
Common Stock	Series A Warrant to Purchase Common Stock	Acquisiton	2014-11-18	585,437	$0.00	585,437	$6.50
Common Stock	Series A Warrant to Purchase Common Stock	Acquisiton	2014-11-18	6,870	$0.00	6,870	$6.50
Common Stock	Series B Warrant to Purchase Common Stock	Acquisiton	2014-11-18	348,800	$0.00	348,800	$6.50
Common Stock	Series B Warrant to Purchase Common Stock	Acquisiton	2014-11-18	4,093	$0.00	4,093	$6.50
Common Stock	Series B Warrant to Purchase Common Stock	Acquisiton	2014-11-18	585,437	$0.00	585,437	$6.50
Common Stock	Series B Warrant to Purchase Common Stock	Acquisiton	2014-11-18	6,870	$0.00	6,870	$6.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
239,388			No	4	C	Direct
239,148			No	4	C	Indirect
64,740			No	4	C	Indirect
1,102			No	4	C	Indirect
0			No	4	C	Indirect
96,867			No	4	C	Indirect
1,755			No	4	C	Indirect
0			No	4	C	Indirect
0			No	4	C	Indirect
322,109			No	4	J	Direct
325,887			No	4	J	Indirect
330,092			No	4	J	Indirect
331,094			No	4	J	Indirect
331,111			No	4	J	Indirect
348,800	2014-11-18	2019-11-12	No	4	P	Direct
352,893	2014-11-18	2019-11-12	No	4	P	Indirect
938,330	2014-11-18	2019-11-12	No	4	P	Direct
945,200	2014-11-18	2019-11-12	No	4	P	Indirect
348,800	2014-11-18	2016-02-12	No	4	P	Direct
352,893	2014-11-18	2016-02-12	No	4	P	Indirect
938,330	2014-11-18	2016-02-12	No	4	P	Direct
945,200	2014-11-18	2016-02-12	No	4	P	Indirect

Footnotes

The Series C Preferred Stock converted into shares of Common Stock on a 1:1 basis and had no expiration date.
The reported shares are held directly by Vivo Ventures Fund V, LP. ("Vivo LP"). Vivo Ventures V, LLC ("Vivo LLC") is the general partner of Vivo LP. As such, Vivo LLC may be deemed to be the beneficial owner of the shares held directly by Vivo LP. The managers of Vivo LLC include Frank Kung, Edgar Engleman, and Albert Cha. Accordingly, each of Frank Kung, Edgar Engleman and Albert Cha may be deemed to be the beneficial owner of the shares held directly by Vivo LP. Each of Vivo LLC, Frank Kung, Edgar Engleman and Albert Cha disclaims beneficial ownership of the securities held by Vivo LP, except to the extent of such individual's or entity's pecuniary interests in the securities.
The reported shares are held directly by Vivo Ventures V Affiliates Fund, LP. ("VAF"). Vivo LLC is the general partner of VAF. As such, Vivo LLC may be deemed to be the beneficial owner of the shares held directly by VAF. The managers of Vivo LLC include Frank Kung, Edgar Engleman, and Albert Cha. Accordingly, each of Frank Kung, Edgar Engleman and Albert Cha may be deemed to be the beneficial owner of the shares held directly by VAF. Each of Vivo LLC, Frank Kung, Edgar Engleman and Albert Cha disclaims beneficial ownership of the securities held by VAF, except to the extent of such individual's or entity's pecuniary interests in the securities.
The reported shares are held directly by BDF IV Annex Fund, L.P. ("BAF IV"). BioAsia IV LLC is the general partner of BAF IV. As such, BioAsia IV LLC may be deemed to be the beneficial owner of the shares held directly by BAF IV. The managers of BioAsia IV LLC include Frank Kung, Edgar Engleman, and Albert Cha. Accordingly, each of Frank Kung, Edgar Engleman and Albert Cha may be deemed to be the beneficial owner of the shares held directly by BAF IV. Each of Vivo LLC, Frank Kung, Edgar Engleman and Albert Cha disclaims beneficial ownership of the securities held by BAF IV, except to the extent of such individual's or entity's pecuniary interests in the securities.
The reported shares are held directly by Biotechnology Development Fund IV, L.P. ("BDF IV"). BioAsia Investments IV, LLC ("BioAsia IV LLC") is the general partner of BDF IV. As such, BioAsia IV LLC may be deemed to be the beneficial owner of the shares held directly by BDF IV. The managers of BioAsia IV LLC include Frank Kung, Edgar Engleman, and Albert Cha. Accordingly, each of Frank Kung, Edgar Engleman and Albert Cha may be deemed to be the beneficial owner of the shares held directly by BDF IV. Each of Vivo LLC, Frank Kung, Edgar Engleman and Albert Cha disclaims beneficial ownership of the securities held by BDF IV, except to the extent of such individual's or entity's pecuniary interests in the securities.
The reported shares are held directly by Biotechnology Development Fund IV Affiliates, L.P. ("BDFA"). BioAsia IV LLC is the general partner of BDFA. As such, BioAsia IV LLC may be deemed to be the beneficial owner of the shares held directly by BDFA. The managers of BioAsia IV LLC include Frank Kung, Edgar Engleman, and Albert Cha. Accordingly, each of Frank Kung, Edgar Engleman and Albert Cha may be deemed to be the beneficial owner of the shares held directly by BDFA. Each of Vivo LLC, Frank Kung, Edgar Engleman and Albert Cha disclaims beneficial ownership of the securities held by BDFA, except to the extent of such individual's or entity's pecuniary interests in the securities.
The reported shares are held directly by Biotechnology Development Fund II, L.P. ("BDF II"). BioAsia Management, LLC ("BioAsia LLC") is the general partner of BDF II. As such, BioAsia LLC may be deemed to be the beneficial owner of the shares held directly by BDF II. The managers of BioAsia LLC include Frank Kung, Edgar Engleman, and Albert Cha. Accordingly, each of Frank Kung, Edgar Engleman and Albert Cha may be deemed to be the beneficial owner of the shares held directly by BDF II. Each of Vivo LLC, Frank Kung, Edgar Engleman and Albert Cha disclaims beneficial ownership of the securities held by BDF II, except to the extent of such individual's or entity's pecuniary interests in the securities.
The Series B Preferred Stock converted into shares of Common Stock on a 1:1 basis and had no expiration date.
The Series A Preferred Stock converted into shares of Common Stock on a 1:1 basis and had no expiration date.
Vivo LP converted an aggregate of $9,427,594.51 in principal amount and accrued interest under the 2010/2012 Convertible Promissory Notes on November 18, 2014, at a conversion price of $4.8675 per share, resulting in an acquisition of 1,909,233 shares of Common Stock. The 2012/2012 Convertible Promissory Notes were convertible into shares of Common Stock at a conversion price equal to 75% of the market price of the Common Stock on the date of conversion, which was $6.49 per share of Common Stock.
VAF converted an aggregate of $110,642.23 in principal amount and accrued interest under the 2010/2012 Convertible Promissory Notes on November 18, 2014, at a conversion price of $4.8675 per share, resulting in an acquisition of 22,729 shares of Common Stock. The 2012/2012 Convertible Promissory Notes were convertible into shares of Common Stock at a conversion price equal to 75% of the market price of the Common Stock on the date of conversion, which was $6.49 per share of Common Stock.
BAF IV converted an aggregate of $136,440.76 in principal amount and accrued interest under the 2010/2012 Convertible Promissory Notes on November 18, 2014, at a conversion price of $4.8675 per share, resulting in an acquisition of 28,028 shares of Common Stock. The 2012/2012 Convertible Promissory Notes were convertible into shares of Common Stock at a conversion price equal to 75% of the market price of the Common Stock on the date of conversion, which was $6.49 per share of Common Stock.
BDF IV converted an aggregate of $32,569.17 in principal amount and accrued interest under the 2010/2012 Convertible Promissory Notes on November 18, 2014, at a conversion price of $4.8675 per share, resulting in an acquisition of 6,689 shares of Common Stock. The 2012/2012 Convertible Promissory Notes were convertible into shares of Common Stock at a conversion price equal to 75% of the market price of the Common Stock on the date of conversion, which was $6.49 per share of Common Stock.
BDFA converted an aggregate of $595.91 in principal amount and accrued interest under the 2010/2012 Convertible Promissory Notes on November 18, 2014, at a conversion price of $4.8675 per share, resulting in an acquisition of 122 shares of Common Stock. The 2012/2012 Convertible Promissory Notes were convertible into shares of Common Stock at a conversion price equal to 75% of the market price of the Common Stock on the date of conversion, which was $6.49 per share of Common Stock.
The 2010/2012 Warrants to Purchase Common Stock were issued in connection with the 2010/2012 Convertible Promissory Notes and on November 18, 2014, became exercisable for that number of shares of Common Stock as is equal to the quotient of (x) and (y), where (x) is equal to 25% of the principal amount of the corresponding 2010/2012 Convertible Promissory Note in connection with which such warrant was issued and which is referenced in footnotes 11, 12, 13, and 14, and, (y) is equal to 75% of the market price of the Common Stock on November 18, 2014, which was $6.49 per share of Common Stock. The exercise price for each of the warrants is $4.8675 per share which is equal to 75% of the market price of the Common Stock on November 18, 2014, which was $6.49 per share of Common Stock. The 2010/2012 Warrants to Purchase Common Stock expire on either February 10, 2020 or January 17, 2022, as more particularly set forth in each 2010/2012 Warrant to Purchase Common Stock.
Vivo LP converted an aggregate of $1,587,044.26 in principal amount and accrued interest under the 2014 Convertible Promissory Notes on November 18, 2014, at a conversion price of $4.55 per Unit, resulting in an acquisition of 348,800 Units. The 2014 Convertible Promissory Notes were convertible into Units at a conversion price equal to 70% of the market price of the Units being sold on the date of conversion, which was $6.50 per Unit, with each Unit consisting of (i) one share of Common Stock, (ii) one Series A Warrant to purchase one share of Common Stock, and (iii) one Series B Warrant to purchase one share of Common Stock.
VAF converted an aggregate of $18,625.78 in principal amount and accrued interest under the 2014 Convertible Promissory Notes on November 18, 2014, at a conversion price of $4.55 per Unit, resulting in an acquisition of 348,800 Units. The 2014 Convertible Promissory Notes were convertible into Units at a conversion price equal to 70% of the market price of the Units being sold on the date of conversion, which was $6.50 per Unit, with each Unit consisting of (i) one share of Common Stock, (ii) one Series A Warrant to purchase one share of Common Stock, and (iii) one Series B Warrant to purchase one share of Common Stock.
The reported securities are included within 585,437 Units purchased by Vivo LP for $6.50 per Unit. Each Unit consists of (i) one share of Common Stock, (ii) one Series A Warrant to purchase one share of Common Stock, and (iii) one Series B Warrant to purchase one share of Common Stock.
The reported securities are included within 6,870 Units purchased by VAF for $6.50 per Unit. Each Unit consists of (i) one share of Common Stock, (ii) one Series A Warrant to purchase one share of Common Stock, and (iii) one Series B Warrant to purchase one share of Common Stock.