0000899243-15-008717.txt : 20151123 0000899243-15-008717.hdr.sgml : 20151123 20151123163010 ACCESSION NUMBER: 0000899243-15-008717 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151119 FILED AS OF DATE: 20151123 DATE AS OF CHANGE: 20151123 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: 3 TWIN DOLPHIN DRIVE STREET 2: SUITE 160 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 650-213-8444 MAIL ADDRESS: STREET 1: 3 TWIN DOLPHIN DRIVE STREET 2: SUITE 160 CITY: REDWOOD CITY STATE: CA ZIP: 94065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vivo Ventures V Affiliates Fund, L.P. CENTRAL INDEX KEY: 0001398936 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36593 FILM NUMBER: 151249989 BUSINESS ADDRESS: STREET 1: 575 HIGH STREET, SUITE 201 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-688-0818 MAIL ADDRESS: STREET 1: 575 HIGH STREET, SUITE 201 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vivo Ventures Fund V, L.P. CENTRAL INDEX KEY: 0001398937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36593 FILM NUMBER: 151249990 BUSINESS ADDRESS: STREET 1: 575 HIGH STREET, SUITE 201 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-688-0818 MAIL ADDRESS: STREET 1: 575 HIGH STREET, SUITE 201 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vivo Ventures V, LLC CENTRAL INDEX KEY: 0001399028 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36593 FILM NUMBER: 151249991 BUSINESS ADDRESS: STREET 1: 575 HIGH STREET, SUITE 201 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-688-0818 MAIL ADDRESS: STREET 1: 575 HIGH STREET, SUITE 201 CITY: PALO ALTO STATE: CA ZIP: 94301 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-11-19 0 0001484565 Capnia, Inc. CAPN 0001399028 Vivo Ventures V, LLC 575 HIGH STREET, SUITE 201 PALO ALTO CA 94301 0 0 1 0 0001398937 Vivo Ventures Fund V, L.P. 575 HIGH STREET, SUITE 201 PALO ALTO CA 94301 0 0 1 0 0001398936 Vivo Ventures V Affiliates Fund, L.P. 575 HIGH STREET, SUITE 201 PALO ALTO CA 94301 0 0 1 0 Common Stock 2015-11-19 4 J 0 1624250 0.00 A 6457564 I See footnote Common Stock 2015-11-19 4 J 0 19059 0.00 A 75781 I See footnote Warrant (right to buy) 6.50 2015-11-19 4 J 0 389290 0.00 D 2016-02-12 Common Stock 98840 I See footnote Warrant (right to buy) 6.50 2015-11-19 4 J 0 4568 0.00 D 2016-02-12 Common Stock 1160 I See footnote The warrant to purchase Common Stock is exercisable, at the holder's option, into shares of Capnia's Common Stock as follows: (i) at any time until the 15-month anniversary of the date of issuance, the holder is entitled to purchase one share of Capnia Common Stock at a cash exercise price equal to $6.50 per share, or (ii) if, on any trading day after the four-month anniversary of the date of issuance of the warrant, and ending on the 15-month anniversary of the date of issuance of the warrant, the "market price" of a share of Capnia Common Stock is less than $6.50, then the holder of the warrant may exercise the warrant in a cashless exercise to obtain a number of shares of Capnia Common Stock equal to: 125% of the difference between (a) the quotient of (i) the product of (A) the number of warrant shares being exercised (Continued from Footnote 1) and (B) $6.50, divided by (ii) 85% of the arithmetic average of the sum of the five lowest per share volume weighted average prices for the 15 trading days on the Nasdaq Capital Market (or if not on the Nasdaq Capital Market, on Capnia's then principal trading market) immediately prior to the date of exercise, and (b) the number of warrant shares being exercised. The five lowest per share volume weighted average prices for the 15 trading days on the Nasdaq Capital Market ranged from $1.7228 to $1.7882, inclusive. The reporting person undertakes to provide to Capnia, any security holder of Capnia, or the staff of the Securities and Exchange Commission, upon request, full information regarding the five lowest per share volume weighted average prices for the 15 trading days on the Nasdaq Capital Market set forth in these Footnotes 1 and 2. The holder cashless exercised the warrant for 1,624,250 shares of Common Stock as disclosed in Footnotes 1 and 2 in lieu of cash exercising the warrant for an aggregate of 389,290 shares at a cash exercise price per share of $6.50. The holder cashless exercised the warrant for 19,059 shares of Common Stock as disclosed in Footnotes 1 and 2 in lieu of cash exercising the warrant for an aggregate of 4,568 shares at a cash exercise price per share of $6.50. The shares of Common Stock reported in Column 5 and 7 are the number of shares of Common Stock issuable upon cash exercise of the warrant. The reporting person elected to cashless exercise the warrant. See Footnotes 1 and 2 regarding the calculation for determining the number of shares of Common Stock issued upon cashless exercise of the warrant. The shares are held directly by Vivo Ventures Fund V L.P. ("Vivo Ventures Fund V"). The Reporting Person is the sole general partner of Vivo Ventures Fund 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 Vivo Ventures Fund V. Edgar Engleman, M.D., Albert Cha, M.D., and certain other individuals are members of the Reporting Person and disclaim 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"). The Reporting Person is the sole general partner of Vivo Ventures V Affiliates Fund, and may be deemed to beneficially own such shares. The Reporting Person is the sole general partner of Vivo Ventures V Affiliates Fund, and may be deemed to beneficially own such shares. The Reporting Person holds voting and dispositive power with respect to the securities held by Vivo Ventures Fund V. Edgar Engleman, M.D., and certain other individuals are members of the Reporting Person and disclaim beneficial ownership of the securities held by Vivo Ventures Fund V except to the extent of any pecuniary interest therein. The shares represented in Column 9 represent the number of shares issuable upon cash exercise of the warrant at $6.50 per share following the cashless exercise of this warrant referenced in footnote 3. The shares represented in Column 9 represent the number of shares issuable upon cash exercise of the warrant at $6.50 per share following the cashless exercise of this warrant referenced in footnote 4. /s/ Edgar Engleman, a Manager of Vivo Ventures V, LLC 2015-11-23 /s/ Edgar Engleman, a Manager of Vivo Ventures V, LLC, the sole General Partner of Vivo Ventures Fund V, L.P. 2015-11-23 /s/ Edgar Engleman, a Manager of Vivo Ventures V, LLC, the sole General Partner of Vivo Ventures V Affiliates Fund, L.P. 2015-11-23