SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* MONTREUX EQUITY PARTNERS II SBIC LP (Last) (First) (Middle) 3000 SAND HILL RD BLDF 1 SUITE 260 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/08/2009	3. Issuer Name and Ticker or Trading Symbol Somaxon Pharmaceuticals, Inc. [ SOMX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See General Remarks	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,344,443	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* MONTREUX EQUITY PARTNERS II SBIC LP (Last) (First) (Middle) 3000 SAND HILL RD BLDF 1 SUITE 260 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See General Remarks

1. Name and Address of Reporting Person* MONTREUX EQUITY MANAGEMENT II SBIC LLC (Last) (First) (Middle) 3000 SAND HILL RD BLDF 1 SUITE 260 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See General Remarks

1. Name and Address of Reporting Person* MONTREUX EQUITY PARTNERS III SBIC L P (Last) (First) (Middle) 3000 SAND HILL RD BLDF 1 SUITE 260 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See General Remarks

1. Name and Address of Reporting Person* Montreux Equity Managment III SBIC (Last) (First) (Middle) 3000 SAND HILL RD BLDF 1 SUITE 260 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See General Remarks

1. Name and Address of Reporting Person* PALEFSKY HOWARD D (Last) (First) (Middle) 3000 SAND HILL RD BLDF 1 SUITE 260 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See General Remarks

1. Name and Address of Reporting Person* TURNER DANIEL K III (Last) (First) (Middle) 3000 SAND HILL RD BLDF 1 SUITE 260 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See General Remarks

Explanation of Responses:

1. The reported securities are owned directly by Montreux Equity Partners II SBIC, L.P., ("MEP II") and Montreux Equity Partners III SBIC, L.P, ("MEP III") and may be deemed to be beneficially owned indirectly by Montreaux Equity Management II SBIC, LLC ("MEM II"), as general partner of MEP II and Montreaux Equity Management III SBIC, LLC ("MEM III"), as general partner of MEP III. MEM II and MEM III disclaims any beneficial ownership of the reported securities except to the extent of any pecuniary interest therein. The managing members of MEM II and MEM III are Howard D. Palefsky and Daniel K. Turner III ("Managing Members"). Each of the Managing Members disclaim any beneficial ownership of the reported securities except to the extent of any pecuniary interest therein.

Remarks:

The reporting persons may be deemed to be members of a Section 13(d) group that benefically will own more than 10% of the Issuer's outstanding stock.

	/s/ Daniel K. Turner III for Montreux Equity Partners II SBIC, LP by Montreux Equity Management II SBIC, LLC, it general partner	07/10/2009
	/s/ Daniel K. Turner III as Managing Memeber for Montreux Equity Management II SBIC, LLC	07/10/2009
	/s/ Daniel K. Turner III for Montreux Equity Partners III SBIC, LP by Montreux Equity Management III SBIC, LLC, it general partner	07/10/2009
	/s/ Daniel K. Turner III as Managing Memeber for Montreux Equity Management III SBIC, LLC	07/10/2009
	/s/ Howard D. Palefsky	07/10/2009
	/s/ Daniel K. Turner III	07/10/2009
	** 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 5 (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.