SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MARIO ERNEST (Last) (First) (Middle) C/O CAPNIA, INC., 3 TWIN DOLPHIN DR, SUITE 160 (Street) REDWOOD CITY CA 94065 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Capnia, Inc. [ CAPN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/18/2014
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/18/2014		C		48,885	A	(1)	48,885	D
Common Stock	11/18/2014		C		10,416	A	(1)	59,301	I	See Footnote(2)
Common Stock	11/18/2014		C		10,416	A	(1)	69,717	I	See Footnote(3)
Common Stock	11/18/2014		P		96,803	A	(4)	166,520	D
Common Stock	11/18/2014		P		53,512	A	(6)	220,032	I	See Footnote(5)
Common Stock	11/18/2014		P		114,072	A	(8)	334,104	I	See Footnote(7)
Common Stock	11/18/2014		P		44,770	A	(9)	378,874	I	See Footnote(7)
Common Stock	11/18/2014		P		253,846	A	(10)	632,720	I	See Footnote(7)
2010/2012 Convertible Promissory Notes	11/18/2014		S		471,191.66	D	(4)	$815,721	D
2010/2012 Convertible Promissory Notes	11/18/2014		S		260,470.89	D	(6)	$555,250.11	I	See Footnote(5)
2010/2012 Convertible Promissory Notes	11/18/2014		S		555,250.11	D	(8)	$0.00	I	See Footnote(7)
2014 Convertible Promissory Notes	11/18/2014		S		203,705.06	D	(9)	$0.00	I	See Footnote(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	(1)	11/18/2014		C			48,885	(1)	(1)	Common Stock	48,885	$0.00	20,832	D
Series C Preferred Stock	(1)	11/18/2014		C			10,416	(1)	(1)	Common Stock	10,416	$0.00	10,416	I	See Footnote(2)
Series C Preferred Stock	(1)	11/18/2014		C			10,416	(1)	(1)	Common Stock	10,416	$0.00	0	I	See Footnote(3)
Warrant to Purchase Common Stock	$4.8675	11/18/2014		J(11)		13,690		(11)	(11)	Common Stock	13,690	$0.00	13,690	D
Warrant to Purchase Common Stock	$4.8675	11/18/2014		J(11)		8,275		(11)	(11)	Common Stock	8,275	$0.00	21,965	I	See Footnote(7)
Warrant to Purchase Common Stock	$4.8675	11/18/2014		J(11)		21,928		(11)	(11)	Common Stock	21,928	$0.00	43,893	I	See Footnote(7)
Series A Warrant to Purchase Common Stock	$6.5	11/18/2014		P		44,770		11/18/2014	11/12/2019	Common Stock	44,770	(9)	44,770	I	See Footnote(7)
Series B Warrant to Purchase Common Stock	$6.5	11/18/2014		P		44,770		11/18/2014	02/12/2016	Common Stock	44,770	(9)	89,540	I	See Footnote(7)
Series A Warrant to Purchase Common Stock	$6.5	11/18/2014		P		253,846		11/18/2014	11/12/2019	Common Stock	253,846	(10)	343,386	I	See Footnote(7)
Series B Warrant to Purchase Common Stock	$6.5	11/18/2014		P		253,846		11/18/2014	02/12/2016	Common Stock	253,846	(10)	597,232	I	See Footnote(7)

Explanation of Responses:

1. The Series C Preferred Stock converted into shares of Common Stock on a 1:1 basis and had no expiration date.

2. These shares are held directly by Ernest Mario 2008 Annuity Trust III ("E. Mario 2008 Trust"). Ernest Mario serves as trustee of the E. Mario 2008 Trust and may be deemed to be the beneficial owner of the shares held directly by E. Mario 2008 Trust. Ernest Mario disclaims beneficial ownership of the securities held by E. Mario 2008 Trust, except to the extent of such individual's pecuniary interests in the securities.

3. These shares are held directly by Mildred Mario 2008 Annuity Trust III ("M. Mario 2008 Trust"). Ernest Mario and Ernest Mario's spouse, Mildred Mario, serves as trustees of the M. Mario 2008 Trust and may be deemed to be the beneficial owner of the shares held directly by M. Mario 2008 Trust. Ernest Mario disclaims beneficial ownership of the securities held by M. Mario 2008 Trust, except to the extent of such individual's pecuniary interests in the securities.

4. Ernest Mario converted an aggregate of $471,191.66 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 96,803 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.

5. These shares are held directly by the Mario 2002 Grandchildren's Trust ("2002 Trust"). Ernest Mario serves as trustee of the 2002 Trust and may be deemed to be the beneficial owner of the shares held directly by 2002 Trust. Ernest Mario disclaims beneficial ownership of the securities held by 2002 Trust, except to the extent of such individual's pecuniary interests in the securities.

6. The 2002 Trust converted an aggregate of $260,470.89 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 53,512 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.

7. These shares are held directly by Mario Family Partners LP ("MFP"). Ernest Mario serves as general partner of the MFP and may be deemed to be the beneficial owner of the shares held directly by MFP. Ernest Mario disclaims beneficial ownership of the securities held by MFP, except to the extent of such individual's pecuniary interests in the securities.

8. MFP converted an aggregate of $555,250.11 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 114,072 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.

9. MFP converted an aggregate of $203,705.06 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 44,770 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.

10. The reported securities are included within 253,846 Units purchased by MFP 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.

11. 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 4, 6, and 8, 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.

Remarks:

	/s/ David O'Toole, Attorney-in-Fact for Ernest Mario	11/20/2014
	** 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 4 (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).
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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 11 day of August,2014.

                                        Ernest Mario

                                        /s/ Ernest Mario
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                                        Signature