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Filing Details

Accession Number:: 0000899243-17-010291
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-04-14 06:09:19
Reporting Period:: 2017-03-07

Filing Date:: 2017-04-14
Accepted Time:: 2017-04-14 06:09:19
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1484565	Capnia Inc.	CAPN	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1227162	Edgar Engleman	1235 Radio Road, Suite 110 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	2017-03-07	5,683,132	$0.00	13,083,575	No	4	A	Indirect	See Footnotes
Common Stock	Acquisiton	2017-03-07	76,850	$0.00	13,160,425	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2017-03-07	1,394,158	$0.96	14,554,583	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2017-03-07	66,934	$0.00	14,621,517	No	4	A	Indirect	See Footnotes
Common Stock	Acquisiton	2017-03-07	902	$0.00	14,622,419	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2017-03-07	16,303	$0.96	14,638,722	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2017-04-07	13,888	$0.63	14,652,610	No	4	A	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	A	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	A	Indirect	See Footnotes

Footnotes

The shares were acquired on March 7, 2017, as consideration for the reporting person(s) common stock of Essentialis, Inc. ("Essentialis"), which was acquired by the Issuer, through a merger of a wholly-owned subsidiary of Issuer with and into Essentialis on March 7, 2017 pursuant to the Agreement and Plan of Merger dated December 22, 2016, by and among the Issuer, Merger Sub (as defined in the Merger Agreement), Essentialis and the Stockholders Representative (as defined therein) (the "Merger Agreement").
The shares are held directly by Vivo Ventures Fund V L.P. ("Vivo Ventures Fund V"). Vivo Ventures V LLC (Vivo V LLC) is the sole general partner of Vivo Ventures Fund V, and may be deemed to beneficially own such shares. Vivo V LLC holds voting and dispositive power with respect to the securities held by Vivo Ventures Fund V. Mr. Engleman , Frank Kung and Albert Cha are members of the Vivo V LLC and disclaims beneficial ownership of the securities held by Vivo Ventures Fund V except to the extent of any pecuniary interest therein.
The shares are held directly by Vivo Ventures V Affiliates Fund L.P. ("Vivo Ventures V Affiliates Fund"). Vivo V LLC is the sole general partner of Vivo Ventures V Affiliates Fund, and may be deemed to beneficially own such shares. Vivo V LLC is the sole general partner of Vivo Ventures V Affiliates Fund, and may be deemed to beneficially own such shares. Vivo V LLC holds voting and dispositive power with respect to the securities held by Vivo Ventures Fund V. Mr. Engleman , Frank Kung and Albert Cha are members of the Vivo V LLC and disclaims beneficial ownership of the securities held by Vivo Ventures Fund V except to the extent of any pecuniary interest therein.
The shares were purchased in a private transaction from a former shareholder of Essentialis in exchange for cash to be used to satisfy certain withholding obligations of the shareholder, based on the closing price per share of Issuer common stock on March 7, 2017 of $0.68.
Effective January 1, 2017, annual board and committee cash retainers payable to directors will be made in equivalent shares of the Issuer's common stock, on a quarterly basis which is payable directly to Vivo Capital LLC for the service of Edgar Engleman, M.D. These shares were issued in lieu of cash in the amount of $8,750, as compensation for Edgar Engleman's services as a board member of the Issuer pursuant to Rule 16b-3(d) and are held of record by Vivo Capital LLC. Vivo Capital LLC, an investment adviser registered with the Securities Exchange Commission, provides investment management, administrative and other related services to Vivo Ventures V, LLC, Vivo Ventures Fund V, L.P. and Vivo Ventures V Affiliates Fund, L.P. Vivo Ventures V, LLC is the sole general partner of Vivo Ventures Fund V, L.P. and Vivo Ventures V Affiliates Fund, L.P. Edgar Engleman is a managing member of Vivo Capital LLC and a managing member of Vivo Ventures V, LLC.
The number of shares issuable in lieu of cash retainers was determined using the closing price per share of Issuer common stock on April 7, 2017, or $0.63.
The shares are held directly by Vivo Ventures Fund V, Vivo Ventures V Affiliates Fund, Biotechnology Development Fund IV, LP, Biotechnology Development Fund IV Affiliates, L.P., BDF IV Annex Fund, L.P. (BDF IV Funds). Vivo V LLC is the sole general partner of Vivo Ventures Fund V and Vivo Ventures V Affiliates Fund, and may be deemed to beneficially own such shares. Vivo V LLC holds voting and dispositive power with respect to the securities held by Vivo Ventures Fund V. BioAsia Investments IV, LLC (BAI IV) is the sole general partner of BDF IV Funds and may be deemed to beneficially own the common stock of Issuer owned by the BDF IV Funds. BAI IV disclaims beneficial ownership of the common stock of Issuer held by each of the BDF IV Funds, except to the extent of its pecuniary interest therein.
(Continued from Footnote 7) Mr. Engleman , Frank Kung and Albert Cha are members of the Vivo V LLC and BAI IV management companies and disclaims beneficial ownership of the securities held by Vivo Ventures Fund V , the BDF IV Funds, or the Vivo Ventures V Affiliates Fund except to the extent of any pecuniary interest therein.