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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* MONTREUX EQUITY PARTNERS II SBIC LP (Last) (First) (Middle) 3000 SAND HILL RD BLDG 1 SUITE 260 (Street) MENLO PARK CA (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Somaxon Pharmaceuticals, Inc. [ SOMX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/08/2009
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/08/2009		A		851,062	A	$1.05	2,195,505	D(1)
Common Stock								1,344,443	D(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrants (right to buy	$0.125	07/08/2009		A		851,062		07/08/2009	07/08/2016	Common Stock	851,062	$0.125	851,062	D(1)

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

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

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

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

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

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

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:

94,025

	/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
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