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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
or Section 30(h) of the Investment Company Act of 1940 		 
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1. Name and Address of Reporting Person*
Anish Bhatnagar
(Last) (First) (Middle)
3 TWIN DOLPHIN DRIVE, SUITE 160
(Street)
REDWOOD CITY CA 94065
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/10/2014 		3. Issuer Name and Ticker or Trading Symbol
Capnia, Inc. [ CAPN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
 5. 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 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)
No securities beneficially owned 0 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (1) 06/08/2016 Common Stock 5,208 10.56 D
Employee Stock Option (2) 03/14/2017 Common Stock 4,166 10.56 D
Employee Stock Option (3) 09/25/2017 Common Stock 1,041 10.56 D
Employee Stock Option (4) 06/27/2018 Common Stock 11,666 3.48 D
Employee Stock Option (5) 10/15/2018 Common Stock 8,333 3.48 D
Employee Stock Option (6) 06/03/2020 Common Stock 58,419 1.2 D
Explanation of Responses:
1. The option was granted on June 8, 2006 and the shares subject to the option under the 1999 Incentive Stock Plan will vest and be exercisable according to the following schedule: one-forty-eighth (1/48th) of the total number of shares shall vest upon completion of one month continuous service beginning on April 1, 2006 and 1/48th of such shares shall vest each month of continuous service thereafter.
2. The option was granted on March 14, 2007 and the shares subject to the option under the 1999 Incentive Stock Plan will vest and be exercisable according to the following schedule: twenty-five percent (25%) of the total number of shares shall vest upon completion of one year continuous service, after March 11, 2008 1/48th of such shares shall vest each month of continuous service thereafter.
3. The option was granted on September 25, 2007 and the shares subject to the option under the 1999 Incentive Stock Plan will vest and be exercisable according to the following schedule: one-forty-eighth (1/48th) of the total number of shares shall vest upon completion of one month continuous service beginning on September 7, 2007 and 1/48th of such shares shall vest each month of continuous service thereafter.
4. The option was granted on June 27, 2008 and the shares subject to the option under the 1999 Incentive Stock Plan will vest and be exercisable according to the following schedule: one-forty-eighth (1/48th) of the total number of shares shall vest upon completion of one month continuous service beginning on July 15, 2007 and 1/48th of such shares shall vest each month of continuous service thereafter.
5. The option was granted on October 15, 2008 and the shares subject to the option under the 1999 Incentive Stock Plan will vest and be exercisable according to the following schedule: one-forty-eighth (1/48th) of the total number of shares shall vest upon completion of one month continuous service beginning on October 15, 2008 and 1/48th of such shares shall vest each month of continuous service thereafter.
6. The option was granted on June 3, 2010 and the shares subject to the option under the 2010 Equity Incentive Plan will vest and be exercisable according to the following schedule: one-forty-eighth (1/48th) of the total number of shares shall vest upon completion of one month continuous service beginning on June 1, 2010 and 1/48th of such shares shall vest each month of continuous service thereafter.
Remarks:
/s/ Antoun Nabhan, Attorney-in-Fact 11/12/2014
** 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.
                                POWER OF ATTORNEY

        The undersigned, as a Section 16 reporting person of Capnia, Inc. (the
"Company"), hereby constitutes and appoints Antoun Nabhan and David D. O'Toole
and each of them, the undersigned's true and lawful
attorney-in-fact, to:

        1.   Prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the Securities and Exchange Commission (the
"SEC") a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain EDGAR codes and passwords enabling
the undersigned to make electronic filings with the SEC of reports
required by Section 16(a) of the Securities Exchange Act of 1934 or any
 rule or regulation of the SEC;

        2.   Complete and execute Forms 3, 4 and 5 and other forms and all
amendments thereto as such attorney-in-fact shall in his or her discretion
determine to be required or advisable pursuant to Section 16 of the Securities
Exchange Act of 1934 (as amended) and the rules and regulations promulgated
thereunder, or any successor laws and regulations, as a consequence of the
undersigned's ownership, acquisition or disposition of securities of the
Company; and

        3.   Do all acts necessary in order to file such forms with the SEC, any
securities exchange or national association, the Company and such other person
or agency as the attorney- in-fact shall deem appropriate.

        The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agent shall do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934 (as amended).

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the Company and the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 10 day of August, 2014.


                                        Anish Bhatnagar

                                        /s/ Anish Bhatnagar
                                        ----------------------------------
                                        Signature