SEC FORM 3

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

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1. Name and Address of Reporting Person^*

TURNER DANIEL K III

(Last)

(First)

(Middle)

12750 HIGH BLUFF DRIVE

SUITE 310

(Street)

SAN DIEGO

92130

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2005

3. Issuer Name and Ticker or Trading Symbol
Somaxon Pharmaceuticals, Inc. [ SOMX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	19,166⁽¹⁾	I	See Footnote⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	666,666	⁽³⁾	I	See Footnote⁽⁴⁾
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	583,612	⁽³⁾	I	See Footnote⁽⁵⁾

Explanation of Responses:

1. 5,625 of the shares of common stock are subject to repurchase by the Issuer, which right will lapse on a monthly basis such that no shares will be subject to repurchase in July 2006.

2. Includes 9,583 shares held by Montreux Equity Partners II SBIC, LP and 9,583 shares held by Montreux Equity Partners III SBIC, LP. The Reporting Person is a managing member of Montreux Equity Partners II SBIC, LP and Montreux Equity Partners III SBIC, LP and has shared voting and dispositive power with respect to these shares. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

3. All outstanding shares of the Issuer's preferred stock will automatically convert into common stock (at a rate of six shares of preferred stock to one share of common stock) immediately upon the closing of the Issuer's initial public offering, for no additional consideration.

4. Includes 296,200 shares held by Montreux Equity Partners II SBIC, LP and 370,466 shares held by Montreux Equity Partners III SBIC, LP. The Reporting Person is a managing member of Montreux Equity Partners II SBIC, LP and Montreux Equity Partners III SBIC, LP and has shared voting and dispositive power with respect to these shares. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein

5. Includes 291,806 shares held by Montreux Equity Partners II SBIC, LP and 291,806 shares held by Montreux Equity Partners III SBIC, LP. The Reporting Person is a managing member of Montreux Equity Partners II SBIC, LP and Montreux Equity Partners III SBIC, LP and has shared voting and dispositive power with respect to these shares. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Daniel K. Turner III	12/14/2005
	** 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).
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