SEC FORM
4
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
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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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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*
575 HIGH STREET, SUITE 201 |
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(Street)
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2. Issuer Name and Ticker or Trading Symbol
Capnia, Inc.
[ CAPN ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 11/18/2014
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4. 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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Form filed by One Reporting Person |
X |
Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
11/18/2014 |
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C |
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137,277 |
A |
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169,035 |
D
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Common Stock |
11/18/2014 |
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C |
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1,611 |
A |
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170,646 |
I |
See Footnote
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Common Stock |
11/18/2014 |
|
C |
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178,408 |
A |
|
349,054 |
I |
See Footnote
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Common Stock |
11/18/2014 |
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C |
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59,638 |
A |
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408,692 |
I |
See Footnote
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Common Stock |
11/18/2014 |
|
C |
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1,102 |
A |
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409,794 |
I |
See Footnote
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Common Stock |
11/18/2014 |
|
C |
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19,766 |
A |
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429,560 |
I |
See Footnote
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Common Stock |
11/18/2014 |
|
C |
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95,112 |
A |
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524,672 |
I |
See Footnote
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Common Stock |
11/18/2014 |
|
C |
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1,755 |
A |
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526,427 |
I |
See Footnote
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Common Stock |
11/18/2014 |
|
C |
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31,250 |
A |
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557,677 |
I |
See Footnote
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Common Stock |
11/18/2014 |
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P |
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1,936,843 |
A |
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2,494,520 |
D
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Common Stock |
11/18/2014 |
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P |
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22,729 |
A |
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2,517,249 |
I |
See Footnote
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Common Stock |
11/18/2014 |
|
P |
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28,028 |
A |
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2,545,277 |
I |
See Footnote
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Common Stock |
11/18/2014 |
|
P |
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6,689 |
A |
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2,551,966 |
I |
See Footnote
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Common Stock |
11/18/2014 |
|
P |
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122 |
A |
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2,552,088 |
I |
See Footnote
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Common Stock |
11/18/2014 |
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P |
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348,800 |
A |
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2,900,888 |
D
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Common Stock |
11/18/2014 |
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P |
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4,093 |
A |
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2,904,981 |
I |
See Footnote
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Common Stock |
11/18/2014 |
|
P |
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585,437 |
A |
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3,490,418 |
D
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Common Stock |
11/18/2014 |
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P |
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6,870 |
A |
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3,497,288 |
I |
See Footnote
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2010/2012 Convertible Promissory Notes |
11/18/2014 |
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S |
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9,427,594.51 |
D |
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$280,248.07
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D
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2010/2012 Convertible Promissory Notes |
11/18/2014 |
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S |
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110,642.23 |
D |
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$169,605.84
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I |
See Footnote
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2010/2012 Convertible Promissory Notes |
11/18/2014 |
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S |
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136,440.76 |
D |
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$33,165.08
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I |
See Footnote
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2010/2012 Convertible Promissory Notes |
11/18/2014 |
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S |
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32,569.17 |
D |
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$595.91
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I |
See Footnote
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2010/2012 Convertible Promissory Notes |
11/18/2014 |
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S |
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595.91 |
D |
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$0.00
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I |
See Footnote
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2014 Convertible Promissory Notes |
11/18/2014 |
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S |
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1,567,878.63 |
D |
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$18,400.64
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D
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2014 Convertible Promissory Notes |
11/18/2014 |
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S |
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18,400.64 |
D |
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$0.00
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I |
See Footnote
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Series C Preferred Stock |
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11/18/2014 |
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C |
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137,277 |
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Common Stock |
137,277 |
$0.00
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239,388 |
D
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Series C Preferred Stock |
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11/18/2014 |
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C |
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|
240 |
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Common Stock |
240 |
$0.00
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239,148 |
I |
See Footnote
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Series C Preferred Stock |
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11/18/2014 |
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C |
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178,408 |
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Common Stock |
178,408 |
$0.00
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64,740 |
I |
See Footnote
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Series C Preferred Stock |
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11/18/2014 |
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C |
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59,638 |
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Common Stock |
59,638 |
$0.00
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1,102 |
I |
See Footnote
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Series C Preferred Stock |
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11/18/2014 |
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C |
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1,102 |
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Common Stock |
1,102 |
$0.00
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0 |
I |
See Footnote
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Series B Preferred Stock |
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11/18/2014 |
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C |
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19,766 |
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Common Stock |
19,766 |
$0.00
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96,867 |
I |
See Footnote
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Series B Preferred Stock |
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11/18/2014 |
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C |
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95,112 |
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Common Stock |
95,112 |
$0.00
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1,755 |
I |
See Footnote
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Series B Preferred Stock |
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11/18/2014 |
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C |
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1,755 |
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Common Stock |
1,755 |
$0.00
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0 |
I |
See Footnote
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Series A Preferred Stock |
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11/18/2014 |
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C |
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31,250 |
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Common Stock |
31,250 |
$0.00
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0 |
I |
See Footnote
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Warrant to Purchase Common Stock |
$4.8675
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11/18/2014 |
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J
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322,109 |
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Common Stock |
322,109 |
$0.00
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322,109 |
D
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Warrant to Purchase Common Stock |
$4.8675
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11/18/2014 |
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J
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3,778 |
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Common Stock |
3,778 |
$0.00
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325,887 |
I |
See Footnote
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Warrant to Purchase Common Stock |
$4.8675
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11/18/2014 |
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J
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4,205 |
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Common Stock |
4,205 |
$0.00
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330,092 |
I |
See Footnote
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Warrant to Purchase Common Stock |
$4.8675
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11/18/2014 |
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J
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1,002 |
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Common Stock |
1,002 |
$0.00
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331,094 |
I |
See Footnote
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Warrant to Purchase Common Stock |
$4.8675
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11/18/2014 |
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J
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17 |
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Common Stock |
17 |
$0.00
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331,111 |
I |
See Footnote
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Series A Warrant to Purchase Common Stock |
$6.5
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11/18/2014 |
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P |
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348,800 |
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11/18/2014 |
11/12/2019 |
Common Stock |
348,800 |
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348,800 |
D
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Series A Warrant to Purchase Common Stock |
$6.5
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11/18/2014 |
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P |
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4,093 |
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11/18/2014 |
11/12/2019 |
Common Stock |
4,093 |
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352,893 |
I |
See Footnote
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Series A Warrant to Purchase Common Stock |
$6.5
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11/18/2014 |
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P |
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585,437 |
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11/18/2014 |
11/12/2019 |
Common Stock |
585,437 |
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938,330 |
D
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Series A Warrant to Purchase Common Stock |
$6.5
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11/18/2014 |
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P |
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6,870 |
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11/18/2014 |
11/12/2019 |
Common Stock |
6,870 |
|
945,200 |
I |
See Footnote
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Series B Warrant to Purchase Common Stock |
$6.5
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11/18/2014 |
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P |
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348,800 |
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11/18/2014 |
02/12/2016 |
Common Stock |
348,800 |
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348,800 |
D
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Series B Warrant to Purchase Common Stock |
$6.5
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11/18/2014 |
|
P |
|
4,093 |
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11/18/2014 |
02/12/2016 |
Common Stock |
4,093 |
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352,893 |
I |
See Footnote
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Series B Warrant to Purchase Common Stock |
$6.5
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11/18/2014 |
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P |
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585,437 |
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11/18/2014 |
02/12/2016 |
Common Stock |
585,437 |
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938,330 |
D
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Series B Warrant to Purchase Common Stock |
$6.5
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11/18/2014 |
|
P |
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6,870 |
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11/18/2014 |
02/12/2016 |
Common Stock |
6,870 |
|
945,200 |
I |
See Footnote
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1. Name and Address of Reporting Person*
575 HIGH STREET, SUITE 201 |
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(Street)
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1. Name and Address of Reporting Person*
575 HIGH STREET, SUITE 201 |
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(Street)
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1. Name and Address of Reporting Person*
C/O CAPNIA, INC., |
3 TWIN DOLPHIN DR, SUITE 160 |
(Street)
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Explanation of Responses: |
Remarks: |
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/s/ David O'Toole, Attorney-in-Fact for Albert Cha |
11/20/2014 |
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/s/ David O'Toole, Attorney-in-Fact for Edgar Engleman |
11/20/2014 |
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** 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). |
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.
/s/ Edgar G.Engleman BDF IV Annex Fund, L.P.
---------------------------- BioAsia Investment IV, LLC
Edgar G.Engleman BioAsia Management, LLC
Biotechnology Development Fund II LP
/s/ Frank Kung Biotechnology Development Fund IV
---------------------------- Biotechnology Development Fund IV Affiliates, L.P.
Frank Kung Vivo Ventures Fund V, L.P.
Vivo Ventures Fund VI, L.P.
/s/ Albert Cha Vivo Ventures Fund VII, L.P.
---------------------------- Vivo Ventures V Affiliates Fund, L.P.
Albert Cha 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. (CAPN, CAPNW)
Date of Event Requiring Statement: November 18, 2014
Signature: /s/ David O'Toole, as Attorney-In-Fact, 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. (CAPN, CAPNW)
Date of Event Requiring Statement: November 18, 2014
Signature: /s/ David O'Toole, as Attorney-In-Fact, Vivo Ventures V, LLC as
member of 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. (CAPN, CAPNW)
Date of Event Requiring Statement: November 18, 2014
Signature: /s/ David O'Toole, as Attorney-In-Fact, 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. (CAPN, CAPNW)
Date of Event Requiring Statement: November 18, 2014
Signature: /s/ David O'Toole, as Attorney-In-Fact, 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. (CAPN, CAPNW)
Date of Event Requiring Statement: November 18, 2014
Signature: /s/ David O'Toole, as Attorney-In-Fact, 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. (CAPN, CAPNW)
Date of Event Requiring Statement: November 18, 2014
Signature: /s/ David O'Toole, as Attorney-In-Fact, BioAsia Investments IV,
LLC, as member of 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. (CAPN, CAPNW)
Date of Event Requiring Statement: November 18, 2014
Signature: /s/ David O'Toole, as Attorney-In-Fact, 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. (CAPN, CAPNW)
Date of Event Requiring Statement: November 18, 2014
Signature: /s/ David O'Toole, as Attorney-In-Fact, BioAsia Management, LLC, as
member of 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. (CAPN, CAPNW)
Date of Event Requiring Statement: November 18, 2014
Signature: /s/ David O'Toole, as Attorney-In-Fact
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. (CAPN, CAPNW)
Date of Event Requiring Statement: November 18, 2014
Signature: /s/ David O'Toole, as Attorney-In-Fact
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. (CAPN, CAPNW)
Date of Event Requiring Statement: November 18, 2014
Signature: /s/ David O'Toole, as Attorney-In-Fact