0000899243-17-007374.txt : 20170313 0000899243-17-007374.hdr.sgml : 20170313 20170313191700 ACCESSION NUMBER: 0000899243-17-007374 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170307 FILED AS OF DATE: 20170313 DATE AS OF CHANGE: 20170313 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Capnia, Inc. CENTRAL INDEX KEY: 0001484565 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 770523891 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1235 RADIO ROAD STREET 2: SUITE 110 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 650-213-8444 MAIL ADDRESS: STREET 1: 1235 RADIO ROAD STREET 2: SUITE 110 CITY: REDWOOD CITY STATE: CA ZIP: 94065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FORWARD VENTURES V LP CENTRAL INDEX KEY: 0001232643 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36593 FILM NUMBER: 17686624 BUSINESS ADDRESS: STREET 1: 9393 TOWNE CENTRE DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8586776077 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Forward V Associates LLC CENTRAL INDEX KEY: 0001700598 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36593 FILM NUMBER: 17686625 BUSINESS ADDRESS: STREET 1: 4747 EXECUTIVE DRIVE STREET 2: SUITE 700 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-677-6077 MAIL ADDRESS: STREET 1: 4747 EXECUTIVE DRIVE STREET 2: SUITE 700 CITY: SAN DIEGO STATE: CA ZIP: 92121 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-03-07 0 0001484565 Capnia, Inc. CAPN 0001700598 Forward V Associates LLC 4747 EXECUTIVE DRIVE, SUITE 700 SAN DIEGO CA 92121 0 0 1 0 0001232643 FORWARD VENTURES V LP 4747 EXECUTIVE DRIVE, SUITE 700 SAN DIEGO CA 92121 0 0 1 0 Common Stock 7173976 I See Footnote The reporting person(s) acquired these securities 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 between the Issuer, Merger Sub (as defined in the Merger Agreement), Essentialis and the Stockholders Representative (as defined therein) (the "Merger Agreement") and a related private placement closing concurrently with the merger transaction. The shares are held directly by Forward Ventures V LP ("Forward V"). The Reporting Person is the sole general partner of Forward V, and may be deemed to beneficially own such shares. The Reporting Person holds voting and dispositive power with respect to the securities held by Forward V. Standish Fleming and Ivor Royston are the managing members of the Reporting Person and Stuart Collinson is the key voting member of the Reporting Person and each disclaim beneficial ownership of the securities held by Forward V except to the extent of any pecuniary interest therein. /s/ Standish Fleming, as Managing Member of Forward V Associates LLC 2017-03-09 /s/ Standish Fleming, as Managing Member of Forward V Associates LLC, the sole general partner of Forward Ventures V LP 2017-03-09