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* Vivo Ventures Fund V, L.P. (Last) (First) (Middle) 575 HIGH STREET, SUITE 201 (Street) PALO ALTO CA 94301 (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	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)

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)	D
Preferred Stock(7)	(5)	(5)	Common Stock	1,611(6)	(5)	I	See Footnote(16)
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)	D
2010/2012 Convertible Promissory Notes	(12)	(12)	Common Stock	110,642.23(12)	(12)	I	See Footnote(16)
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)	D
2010/2012 Warrants to purchase Common Stock	02/10/2010	02/10/2020	Common Stock	18,400.64(13)	(13)	I	See Footnote(16)
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)	D
2014 Convertible Promissory Notes	(14)(15)	(14)(15)	Common Stock(14)	18,625.78(14)	(14)	I	See Footnote(16)
2014 Convertible Promissory Notes	(14)(15)	(14)(15)	Warrant to purchase Common Stock(15)	1,587,044.26(15)	(15)	D
2014 Convertible Promissory Notes	(14)(15)	(14)(15)	Warrant to purchase Common Stock(15)	18,625.78(15)	(15)	I	See Footnote(16)

1. Name and Address of Reporting Person* Vivo Ventures Fund V, L.P. (Last) (First) (Middle) 575 HIGH STREET, SUITE 201 (Street) PALO ALTO CA 94301 (City) (State) (Zip)

1. Name and Address of Reporting Person* Vivo Ventures V Affiliates Fund, L.P. (Last) (First) (Middle) 575 HIGH STREET, SUITE 201 (Street) PALO ALTO CA 94301 (City) (State) (Zip)

1. Name and Address of Reporting Person* Vivo Ventures V, LLC (Last) (First) (Middle) 575 HIGH STREET, SUITE 201 (Street) PALO ALTO CA 94301 (City) (State) (Zip)

1. Name and Address of Reporting Person* BDF IV Annex Fund LP (Last) (First) (Middle) 575 HIGH STREET, SUITE 201 (Street) PALO ALTO CA 94301 (City) (State) (Zip)

1. Name and Address of Reporting Person* BIOTECHNOLOGY DEVELOPMENT FUND IV LP (Last) (First) (Middle) 575 HIGH STREET, SUITE 201 (Street) PALO ALTO CA 94301 (City) (State) (Zip)

1. Name and Address of Reporting Person* Biotechnology Development Fund IV Affiliates LP (Last) (First) (Middle) 575 HIGH STREET, SUITE 201 (Street) PALO ALTO CA 94301 (City) (State) (Zip)

1. Name and Address of Reporting Person* BIOASIA INVESTMENTS IV LLC (Last) (First) (Middle) 575 HIGH STREET, SUITE 201 (Street) PALO ALTO CA 94301 (City) (State) (Zip)

1. Name and Address of Reporting Person* BIOTECHNOLOGY DEVELOPMENT FUND II LP (Last) (First) (Middle) 575 HIGH STREET, SUITE 201 (Street) PALO ALTO CA 94301 (City) (State) (Zip)

1. Name and Address of Reporting Person* BIOASIA MANGEMENT LLC (Last) (First) (Middle) 575 HIGH STREET, SUITE 201 (Street) PALO ALTO CA 94301 (City) (State) (Zip)

1. Name and Address of Reporting Person* KUNG FRANK (Last) (First) (Middle) 575 HIGH STREET, SUITE 201 (Street) PALO ALTO CA 94301 (City) (State) (Zip)

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 the 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 V Affiliates Fund, LP. ("VAF"). Vivo Ventures V, LLC ("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.

Remarks:

Form 1 of 2

	/s/ David O'Toole, Attorney-in-Fact, Vivo Ventures Fund V, L.P. by Vivo Ventures V, LLC, its general partner	11/12/2014
	/s/ David O'Toole, Attorney-in-Fact, Vivo Ventures V Affiliates Fund, L.P. by Vivo Ventures V, LLC, its general partner	11/12/2014
	/s/ David O'Toole, Attorney-in-Fact, Vivo Ventures V, LLC	11/12/2014
	/s/ David O'Toole, Attorney-in-Fact, Biotechnology Development Fund IV, L.P. by BioAsia Investments IV, LLC, its general partner	11/12/2014
	/s/ David O'Toole, Attorney-in-Fact, BDF IV Annex Fund, L.P., by BioAsia Investments IV, LLC, its general partner	11/12/2014
	/s/ David O'Toole, Attorney-in-Fact, BioAsia Investments IV, LLC	11/12/2014
	/s/ David O'Toole, Attorney-in-Fact, Biotechnology Development Fund IV Affiliates, L.P. by BioAsia Investments IV, LLC, its general partner	11/12/2014
	/s/ David O'Toole, Attorney-in-Fact, Biotechnology Development Fund II, L.P., by BioAsia Management, LLC, its general partner	11/12/2014
	/s/ David O'Toole, Attorney-in-Fact, BioAsia Management, LLC	11/12/2014
	/s/ David O'Toole, Attorney-in-Fact for Frank Kung, Frank Kung	11/12/2014
	** Signature of Reporting Person	Date
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                                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.

/s/ Edgar G. Engleman
-------------------------     BDF IV Annex Fund, L.P.
Edgar G. Engleman             BioAsia Investment IV, LLC
                              BioAsia Management, LLC
/s/ Frank Kung                Biotechnology Development Fund II LP
-------------------------     Biotechnology Development Fund IV
Frank Kung                    Biotechnology Development Fund IV Affiliates, L.P.
                              Vivo Ventures Fund V, L.P.
/s/ Albert Cha                Vivo Ventures Fund VI, L.P.
-------------------------     Vivo Ventures Fund VII, L.P.
Albert Cha                    Vivo Ventures V Affiliates Fund, L.P.
                              Vivo Ventures V, LLC
                              Vivo Ventures VI Affiliates Fund, L.P.
                              Vivo Ventures VI, LLC
                              Vivo Ventures VII Affiliates Fund, L.P.
                              Vivo Ventures VII, LLC

Exhibit 99

Form 4 Joint Filer Information


Name:   Vivo Ventures V Affiliates Fund, LP.

Address: 575 HIGH STREET, SUITE 201
         PALO ALTO CA 94301

Designated Filer:   Vivo Ventures Fund, V, L.P.

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

Date of Event Requiring Statement:   November 18, 2014

Signature: /s/ Antoun Nabhan, Attorney-in-Fact for Vivo Ventures V, LLC as
general partner of Vivo Ventures V Affiliates Fund, L.P.


Name:   Vivo Ventures V LLC

Address: 575 HIGH STREET, SUITE 201
         PALO ALTO CA 94301

Designated Filer:   Vivo Ventures Fund, V, L.P.

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

Date of Event Requiring Statement:   November 18, 2014

Signature: /s/ Antoun Nabhan, Attorney-in-Fact for Vivo Ventures V, LLC


Name:   BDF IV Annex Fund, L.P.

Address: 575 HIGH STREET, SUITE 201
         PALO ALTO CA 94301

Designated Filer:   Vivo Ventures Fund, V, L.P.

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

Date of Event Requiring Statement:   November 18, 2014

Signature: /s/ Antoun Nabhan, Attorney-in-Fact for BioAsia Investments IV, LLC,
as general partner of BDF IV Annex Fund, L.P.


Name:   Biotechnology Development Fund IV, L.P.

Address: 575 HIGH STREET, SUITE 201
         PALO ALTO CA 94301

Designated Filer:   Vivo Ventures Fund, V, L.P.

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

Date of Event Requiring Statement:   November 18, 2014

Signature: /s/ Antoun Nabhan, Attorney-in-Fact for BioAsia Investments IV, LLC,
as general partner of Biotechnology Development Fund IV, L.P.


Name:   Biotechnology Development Fund IV Affiliates, L.P.

Address: 575 HIGH STREET, SUITE 201
         PALO ALTO CA 94301

Designated Filer:   Vivo Ventures Fund, V, L.P.

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

Date of Event Requiring Statement:   November 18, 2014

Signature: /s/ Antoun Nabhan, Attorney-in-Fact for BioAsia Investments IV, LLC,
as general partner of Biotechnology Development Fund IV Affiliates, L.P.


Name:   BioAsia Investments IV, LLC

Address: 575 HIGH STREET, SUITE 201
         PALO ALTO CA 94301

Designated Filer:   Vivo Ventures Fund, V, L.P.

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

Date of Event Requiring Statement:   November 18, 2014

Signature: /s/ Antoun Nabhan, Attorney-in-Fact for BioAsia Investments IV, LLC


Name:   Biotechnology Development Fund II, L.P.

Address: 575 HIGH STREET, SUITE 201
         PALO ALTO CA 94301

Designated Filer:   Vivo Ventures Fund, V, L.P.

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

Date of Event Requiring Statement:   November 18, 2014

Signature: /s/ Antoun Nabhan, Attorney-in-Fact for BioAsia Management, LLC, as
general partner of Biotechnology Development Fund II, L.P.


Name:   BioAsia Management LLC

Address: 575 HIGH STREET, SUITE 201
         PALO ALTO CA 94301

Designated Filer:   Vivo Ventures Fund, V, L.P.

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

Date of Event Requiring Statement:   November 18, 2014

Signature: /s/ Antoun Nabhan, Attorney-in-Fact for BioAsia Management, LLC


Name:   Frank Kung

Address: 575 HIGH STREET, SUITE 201
         PALO ALTO CA 94301

Designated Filer:   Vivo Ventures Fund, V, L.P.

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

Date of Event Requiring Statement:   November 18, 2014

Signature: /s/ Antoun Nabhan, Attorney-in-Fact for Frank Kung


Name:   Dr. Albert Cha

Address: 575 HIGH STREET, SUITE 201
         PALO ALTO CA 94301

Designated Filer:   Vivo Ventures Fund, V, L.P.

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

Date of Event Requiring Statement:   November 18, 2014

Signature: /s/ Antoun Nabhan, Attorney-in-Fact for Dr. Albert Cha


Name:   Edgar Engleman

Address: 575 HIGH STREET, SUITE 201
         PALO ALTO CA 94301

Designated Filer:   Vivo Ventures Fund, V, L.P.

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

Date of Event Requiring Statement:   November 18, 2014

Signature: /s/ Antoun Nabhan, Attorney-in-Fact for Edgar Engleman