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Filing Details

Accession Number:: 0001209191-14-070490
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-11-20 20:22:06
Reporting Period:: 2014-11-18

Filing Date:: 2014-11-20
Accepted Time:: 2014-11-20 20:22:06
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
1218860	J Steinar Engelsen	C/O Capnia, Inc., 3 Twin Dolphin Dr, Suite 160 Redwood City CA 94065		Yes	No	No	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
Common Stock	Acquisiton	2014-11-18	436	$0.00	479	No	4	C	Direct
Common Stock	Acquisiton	2014-11-18	260	$0.00	739	No	4	C	Direct
Common Stock	Acquisiton	2014-11-18	2,643	$0.00	3,382	No	4	P	Direct
Common Stock	Acquisiton	2014-11-18	468	$0.00	3,850	No	4	P	Direct
2010/2012 Convertible Promissory Notes	Disposition	2014-11-18	12,873	$0.00	0	No	4	S	Direct
2014 Convertible Promissory Notes	Disposition	2014-11-18	2,134	$0.00	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	C	Direct
No	4	C	Direct
No	4	P	Direct
No	4	P	Direct
No	4	S	Direct
No	4	S	Direct

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	436	$0.00	436	$0.00
Common Stock	Series B Preferred Stock	Disposition	2014-11-18	260	$0.00	260	$0.00
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2014-11-18	436	$0.00	436	$4.87
Common Stock	Series A Warrant to Purchase Common Stock	Acquisiton	2014-11-18	468	$0.00	468	$6.50
Common Stock	Series B Warrant to Purchase Common Stock	Acquisiton	2014-11-18	468	$0.00	468	$6.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Direct
0			No	4	C	Direct
436			No	4	J	Direct
468	2014-11-18	2019-11-12	No	4	P	Direct
936	2014-11-18	2016-02-12	No	4	P	Direct

Footnotes

The Series C Preferred Stock converted into shares of Common Stock on a 1:1 basis and had no expiration date.
The Series B Preferred Stock converted into shares of Common Stock on a 1:1 basis and had no expiration date.
The reporting person converted an aggregate of $12,873.33 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 2,643shares 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.
The reporting person converted an aggregate of $2,133.95 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 468 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 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 footnote 3, 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.