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| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/12/2014 |
3. Issuer Name and Ticker or Trading Symbol
Capnia, Inc. [ CAPN ] |
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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) |
| Common Stock | 20,632 | I | See Footnote(1) |
| Common Stock | 5,728 | I | See Footnote(2) |
| Common Stock | 5,301 | I | See Footnote(3) |
| Common Stock | 97 | I | See Footnote(4) |
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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 | ||||
| Preferred Stock(6) | (5) | (5) | Common Stock | 137,277 | (5) | I | See Footnote(16) |
| Preferred Stock(7) | (5) | (5) | Common Stock | 1,611(6) | (5) | I | See Footnote(17) |
| Preferred Stock(8) | (5) | (5) | Common Stock | 178,408 | (5) | I | See Footnote(1) |
| Preferred Stock(9) | (5) | (5) | Common Stock | 51,016 | (5) | I | See Footnote(2) |
| Preferred Stock(10) | (5) | (5) | Common Stock | 154,750 | (5) | I | See Footnote(3) |
| Preferred Stock(11) | (5) | (5) | Common Stock | 2,857 | (5) | I | See Footnote(4) |
| 2010/2012 Convertible Promissory Notes | (12) | (12) | Common Stock | 9,427,594.51(12) | (12) | I | See Footnote(16) |
| 2010/2012 Convertible Promissory Notes | (12) | (12) | Common Stock | 110,642.23(12) | (12) | I | See Footnote(17) |
| 2010/2012 Convertible Promissory Notes | (12) | (12) | Common Stock | 136,440.76(12) | (12) | I | See Footnote(1) |
| 2010/2012 Convertible Promissory Notes | (12) | (12) | Common Stock | 32,569.17(12) | (12) | I | See Footnote(3) |
| 2010/2012 Convertible Promissory Notes | (12) | (12) | Common Stock | 600.95(12) | (12) | I | See Footnote(4) |
| 2010/2012 Warrants to purchase Common Stock | 02/10/2010 | 02/10/2020 | Common Stock | 1,567,878.63(13) | (13) | I | See Footnote(16) |
| 2010/2012 Warrants to purchase Common Stock | 02/10/2010 | 02/10/2020 | Common Stock | 18,400.64(13) | (13) | I | See Footnote(17) |
| 2010/2012 Warrants to purchase Common Stock | 02/10/2010 | 02/10/2020 | Common Stock | 20,475.35(13) | (13) | I | See Footnote(1) |
| 2010/2012 Warrants to purchase Common Stock | 02/10/2010 | 02/10/2020 | Common Stock | 4,887.59(13) | (13) | I | See Footnote(3) |
| 2010/2012 Warrants to purchase Common Stock | 02/10/2010 | 02/10/2020 | Common Stock | 90.18(13) | (13) | I | See Footnote(4) |
| 2014 Convertible Promissory Notes | (14)(15) | (14)(15) | Common Stock(14) | 1,587,044.26(14) | (14) | I | See Footnote(16) |
| 2014 Convertible Promissory Notes | (14)(15) | (14)(15) | Common Stock(14) | 18,625.78(14) | (14) | I | See Footnote(17) |
| 2014 Convertible Promissory Notes | (14)(15) | (14)(15) | Warrant to purchase Common Stock(15) | 1,587,044.26(15) | (15) | I | See Footnote(16) |
| 2014 Convertible Promissory Notes | (14)(15) | (14)(15) | Warrant to purchase Common Stock(15) | 18,625.78(15) | (15) | I | See Footnote(17) |
| Options to purchase Common Stock(20) | 06/21/2005 | 06/21/2015 | Common Stock | 1,822(18) | 5.76 | D | |
| Options to purchase Common Stock | 09/25/2008 | 09/25/2018 | Common Stock | 1,666(19) | 3.48 | D | |
| Options to purchase Common Stock | 10/15/2008 | 10/15/2018 | Common Stock | 833(20) | 3.48 | D | |
| Explanation of Responses: |
| 1. These shares are held directly by BDF IV Annex Fund, L.P. ("BAF IV"). BioAsia Investments IV, LLC ("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 BioAsia IV 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. |
| 2. These 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 BioAsia Management, 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. |
| 3. These shares are held directly by Biotechnology Development Fund IV, L.P. ("BDF IV"). 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 BioAsia IV 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. |
| 4. These 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 BioAsia IV 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. |
| 5. Each one (1) share of Series A Preferred, Series B Preferred Stock and Series C Preferred Stock is convertible into one (1) share of Issuer's Common Stock for no additional consideration and had no exercise or expiration date. |
| 6. The reported shares represent 137,277 shares of Common Stock issuable upon the conversion of 137,277 shares of Series C Preferred Stock. |
| 7. The reported shares represent 1,611 shares of Common Stock issuable upon the conversion of 1,611 shares of Series C Preferred Stock. |
| 8. The reported shares represent 178,408 shares of Common Stock issuable upon the conversion of 178,408 shares of Series C Preferred Stock. |
| 9. These reported shares represent: (i) 31,250 shares of Common Stock issuable upon the conversion of 31,250 shares of Series A Preferred Stock, and (ii) 19,766 shares of Common Stock issuable upon the conversion of 19,766 shares of Series B Preferred Stock. |
| 10. The reported shares represent: (i) 95,112 shares of Common Stock issuable upon conversion of 95,112 shares of Series B Preferred Stock, and (ii) 59,638 shares of Common Stock issued issuable upon the conversion of 59,638 shares of Series C Preferred. |
| 11. The reported shares represent: (i) 1,755 shares of Common Stock issuable upon the conversion of 1,755 shares of Series B Preferred Stock, and (ii) 1,102 shares of Common Stock issuable upon the conversion of 1,102 shares of Series C Preferred Stock. |
| 12. The reported 2010/2012 Convertible Promissory Notes automatically convert into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering, estimated to be on or about November 18, 2014. The reported securities will convert into Common Stock at a 75% of the Common Stock price in connection with such offering. The reported 2010/2012 Convertible Promissory Notes had no exercise date or expiration date. |
| 13. The reported 2010/2012 Warrants to purchase Common Stock are exercisable for that number of shares of the Company's Common Stock equal to quotient obtained by dividing (x) 25% of the principal amount of the 2010/2012 Convertible Promissory Notes with which such 2010/2012 Warrants were issued (which 25% of the principal amount is set forth on Table II) by (y) 75% of the Common Stock price in connection with the Issuer's initial public offering, estimated to be on or about November 18, 2014. The exercise price will be 75% of the Common Stock price in connection with such offering. |
| 14. The reported 2014 Convertible Promissory Notes are automatically convertible into shares of Common Stock upon the closing of the IPO, and such shares of Common Stock are included within an equivalent number of Units to be issued upon the automatic conversion of the 2014 Convertible Promissory Notes immediately prior to the closing of the initial public offering, with an aggregate conversion price equal to the aggregate principal amount, together with accrued interest, of the 2014 Convertible Promissory Notes, for a per Unit conversion price equal to 70% of the per Unit price issued in the Issuer's initial public offering. Each Unit consists of (i) one (1) share of Common Stock, and (ii) one (1) warrant to purchase one (1) share of Common Stock, referenced in footnote 15 below. The reported 2014 Convertible Promissory Notes had no exercise date or expiration date. |
| 15. The reported 2014 Convertible Promissory Notes are automatically convertible into warrants to purchase shares of Common Stock upon the closing of the IPO, and such warrants to purchase shares of Common Stock are included within an equivalent number of Units to be issued upon the automatic conversion of the 2014 Convertible Promissory Notes immediately prior to the closing of the initial public offering, with an aggregate conversion price equal to the aggregate principal amount, together with accrued interest, of the 2014 Convertible Promissory Notes, for a per Unit conversion price equal to 70% of the per Unit price issued in the Issuer's initial public offering. Each Unit consists of (i) one (1) share of Common Stock, referenced in footnote 14 above, and (ii) one (1) warrant to purchase one (1) share of Common Stock. The reported 2014 Convertible Promissory Notes had no exercise date or expiration date. |
| 16. The reported shares are held directly by Vivo Ventures Fund V, LP. ("VVF"). Vivo Ventures V, LLC ("Vivo LLC") is the general partner of VVF. As such, Vivo LLC may be deemed to be the beneficial owner of the shares held directly by VVF. The managers of Vivo LLC include Frank Kung, Edgar Engleman, and Albert Cha. Accordingly, each Frank Kung, Edgar Engleman and Albert Cha may be deemed to be the beneficial owner of the shares held directly by VVF. Each of Vivo LLC, Frank Kung, Edgar Engleman and Albert Cha disclaims beneficial ownership of the securities held by VVF, except to the extent of such individual's or entity's pecuniary interests in the securities. |
| 17. 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 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. |
| 18. The option was granted on January 1, 2005 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 January 1, 2005 and 1/48th of such shares shall vest each month of continuous service thereafter. |
| 19. The option was granted on January 15, 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 January 15, 2007 and 1/48th of such shares shall vest each month of continuous service thereafter. |
| 20. 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 October 15, 2008 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 Anish Bhatnagar, 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 11th day of August,2014.
Edgar G. Engleman
/s/ Edgar G. Engleman
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Signature