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Filing Details

Accession Number:: 0001209191-14-070489
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-11-20 20:08:56
Reporting Period:: 2014-11-18

Filing Date:: 2014-11-20
Accepted Time:: 2014-11-20 20:08:56
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1484565	Capnia Inc.	CAPN	Electromedical & Electrotherapeutic Apparatus (3845)	770523891

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1180469	Ernest Mario	C/O Capnia, Inc., 3 Twin Dolphin Dr, Suite 160 Redwood City CA 94065		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2014-11-18	48,885	$0.00	48,885	No	4	C	Direct
Common Stock	Acquisiton	2014-11-18	10,416	$0.00	59,301	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2014-11-18	10,416	$0.00	69,717	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2014-11-18	96,803	$0.00	166,520	No	4	P	Direct
Common Stock	Acquisiton	2014-11-18	53,512	$0.00	220,032	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2014-11-18	114,072	$0.00	334,104	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2014-11-18	44,770	$0.00	378,874	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2014-11-18	253,846	$0.00	632,720	No	4	P	Indirect	See Footnote
2010/2012 Convertible Promissory Notes	Disposition	2014-11-18	471,192	$0.00	0	No	4	S	Direct
2010/2012 Convertible Promissory Notes	Disposition	2014-11-18	260,471	$0.00	0	No	4	S	Indirect	See Footnote
2010/2012 Convertible Promissory Notes	Disposition	2014-11-18	555,250	$0.00	0	No	4	S	Indirect	See Footnote
2014 Convertible Promissory Notes	Disposition	2014-11-18	203,705	$0.00	0	No	4	S	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Direct
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	P	Direct
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	S	Direct
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series C Preferred Stock	Disposition	2014-11-18	48,885	$0.00	48,885	$0.00
Common Stock	Series C Preferred Stock	Disposition	2014-11-18	10,416	$0.00	10,416	$0.00
Common Stock	Series C Preferred Stock	Disposition	2014-11-18	10,416	$0.00	10,416	$0.00
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2014-11-18	13,690	$0.00	13,690	$4.87
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2014-11-18	8,275	$0.00	8,275	$4.87
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2014-11-18	21,928	$0.00	21,928	$4.87
Common Stock	Series A Warrant to Purchase Common Stock	Acquisiton	2014-11-18	44,770	$0.00	44,770	$6.50
Common Stock	Series B Warrant to Purchase Common Stock	Acquisiton	2014-11-18	44,770	$0.00	44,770	$6.50
Common Stock	Series A Warrant to Purchase Common Stock	Acquisiton	2014-11-18	253,846	$0.00	253,846	$6.50
Common Stock	Series B Warrant to Purchase Common Stock	Acquisiton	2014-11-18	253,846	$0.00	253,846	$6.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
20,832			No	4	C	Direct
10,416			No	4	C	Indirect
0			No	4	C	Indirect
13,690			No	4	J	Direct
21,965			No	4	J	Indirect
43,893			No	4	J	Indirect
44,770	2014-11-18	2019-11-12	No	4	P	Indirect
89,540	2014-11-18	2016-02-12	No	4	P	Indirect
343,386	2014-11-18	2019-11-12	No	4	P	Indirect
597,232	2014-11-18	2016-02-12	No	4	P	Indirect

Footnotes

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