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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*
Teknoinvest VIII KS
(Last) (First) (Middle)
V/ RUNE DYBESLAND,
SMALGANGEN 3
(Street)
0188 OSLO Q8
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/12/2014 		3. Issuer Name and Ticker or Trading Symbol
Capnia, Inc. [ CAPN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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 108,410 D
Common Stock 90,155 I See Footnote(1)
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
Options to purchase Common Stock 03/02/2009 03/02/2019 Common Stock 1,822(2) 3.48 D
Options to purchase Common Stock 03/02/2009 03/02/2019 Common Stock 500(3) 3.48 D
Options to purchase Common Stock 03/02/2009 03/02/2019 Common Stock 250(4) 3.48 D
Options to purchase Common Stock 03/02/2009 03/02/2019 Common Stock 1,166(5) 3.48 I See Footnote(1)
Options to purchase Common Stock 03/02/2009 03/02/2019 Common Stock 583(6) 3.48 I See Footnote(1)
1. Name and Address of Reporting Person*
Teknoinvest VIII KS
(Last) (First) (Middle)
V/ RUNE DYBESLAND,
SMALGANGEN 3
(Street)
0188 OSLO Q8
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Teknoinvest VIII B (GP) AS
(Last) (First) (Middle)
V/ RUNE DYBESLAND,
SMALGANGEN 3
(Street)
0188 OSLO Q8
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Teknoinvest VIII GP KS
(Last) (First) (Middle)
V/ RUNE DYBESLAND,
SMALGANGEN 3
(Street)
0188 OSLO Q8
(City) (State) (Zip)
Explanation of Responses:
1. These shares are held directly by Teknoinvest VIII B (GP) AS. Teknoinvest VIII GP KS is the general partner of Teknoinvest VIII KS.
2. The option was granted on March 2, 2009 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.
3. The option was granted on March 2, 2009 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 July 15, 2007 and 1/48th of such shares shall vest each month of continuous service thereafter.
4. The option was granted on March 2, 2009 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.
5. The option was granted on March 2, 2009 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 July 15, 2007 and 1/48th of such shares shall vest each month of continuous service thereafter.
6. The option was granted on March 2, 2009 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:
Teknoinvest VIII KS, By Teknoinvest VIII GP KS, its general partner, By: /s/ Antoun Nabhan, As Attorney in Fact 11/12/2014
Teknoinvest VIII B (GP) AS, By: /s/ Antoun Nabhan, As Attorney in Fact 11/12/2014
Teknoinvest VIII GP KS, By: /s/ Antoun Nabhan, As 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 10 day of August, 2014.

                                        Teknoinvest VIII B (GP) AS
                                        Teknoinvest VIII GP KS
                                        Teknoinvest VII KS


                                        /s/ Rune Dybesland
                                        ----------------------------------
                                        Rune Dybesland


Exhibit 99

Form 4 Joint Filer Information


Name:   Teknoinvest VIII B (GP) AS

Address:  v/ Rune Dybesland, Smalgangen 3
           0188 Oslo, Norway

Designated Filer:   Teknoinvest VIII KS

Issuer & Ticker Symbol:   Capnia, Inc. (CPNAU, CAPN, CAPNW)

Date of Event Requiring Statement:   November 12, 2014

Signature:   /s/ Antoun Nabhan, Attorney-in-Fact, Teknoinvest VIII B (GP) AS


Name:   Teknoinvest VIII GP KS

Address:  v/ Rune Dybesland, Smalgangen 3
           0188 Oslo, Norway

Designated Filer:   Teknoinvest VIII KS

Issuer & Ticker Symbol:   Capnia, Inc. (CPNAU, CAPN, CAPNW)

Date of Event Requiring Statement:   November 12, 2014

Signature:   /s/ Antoun Nabhan, Attorney-in-Fact, Teknoinvest VIII GP KS