0001209191-15-047635.txt : 20150528 0001209191-15-047635.hdr.sgml : 20150528 20150528175303 ACCESSION NUMBER: 0001209191-15-047635 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150515 FILED AS OF DATE: 20150528 DATE AS OF CHANGE: 20150528 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: Ebbers Ed CENTRAL INDEX KEY: 0001643353 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36593 FILM NUMBER: 15896588 MAIL ADDRESS: STREET 1: 3 TWIN DOLPHIN DRIVE STREET 2: SUITE 160 CITY: REDWOOD CITY STATE: CA ZIP: 94065 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2015-05-15 0 0001484565 Capnia, Inc. CAPN 0001643353 Ebbers Ed 3 TWIN DOLPHIN DRIVE, SUITE 160 REDWOOD CITY CA 94065 0 1 0 0 See Remarks No securities beneficially owned 0 D Employee Stock Option 4.66 2016-04-13 2025-05-15 Common Stock 75000 D One fourth (1/4) of the shares subject to the Option shall vest on the first anniversary of the Vesting Commencement Date (i.e. April 13, 2015), and one forty-eighth (1/48) of the shares subject to the Option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), such that all of the shares subject to the Option will have vested as of the fourth anniversary of the Vesting Commencement Date, subject to Participant continuing to be a Service Provider (as defined in the Plan) through each such date; provided, however, that if Participant is terminated without cause or resigns for good reason occurs within three (3) months prior to, or six (6) months following, a Change in Control of the Company, then one hundred percent (100%) of the Option shall immediately vest and become fully exercisable. "Cause" means: (i) Participant's act of personal dishonesty in connection with his responsibilities as an employee that is intended to result in Participant's substantial personal enrichment; (ii) Participant being convicted of, or pleading no contest or guilty to, (x) a misdemeanor that the Company reasonably believes has had or will have a material detrimental effect on the Company, or (y) any felony; (iii) Participant's gross misconduct; (iv) Participant's willful and continued failure to perform the duties and responsibilities of Participant's position after there has been delivered to Participant a written demand for performance from the Company that describes the basis for the Company's belief that Participant has not substantially performed Participant's duties and Participant has not corrected such failure within thirty (30) days of such written demand; (Continued from footnote 2) or (v) Participant's material violation of any written Company employment policy or standard of conduct, including a material breach of the Participant's confidential information agreement. "Good Reason" means Participant's resignation within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without Participant's consent: (i) a material reduction in Participant's Base Salary, excluding the substitution of substantially equivalent compensation and benefits, that is not generally applicable to all Company senior management or employees of the Company generally; (ii) a material reduction of Participant's authority, duties or responsibilities, unless Participant is provided with a comparable position; provided, however, that a reduction in authority, duties, or responsibilities solely by virtue of the Company being acquired and made part of a larger entity whether as a subsidiary, business unit or otherwise (as, for example, when the Chief Executive Officer of the Company remains as such following an acquisition where the Company becomes a wholly owned subsidiary of the acquirer, (Continued from footnote 4) but is not made the Chief Executive Officer of the acquiring corporation) will not constitute "Good Reason"; or (iii) a material change in the geographic location of Participant's primary work facility or location; provided, that a relocation of fifty (50) miles or less from Participant's then present location or to Participant's home as Participant's primary work location will not be considered a material change in geographic location. In order for an event to qualify as Good Reason, Participant must not terminate employment with the Company without first providing the Company with written notice of the acts or omissions constituting the grounds for "Good Reason" within ninety (90) days of the initial existence of the grounds for "Good Reason" and a reasonable cure period of not less than thirty (30) days following the date of such notice, and such grounds must not have been cured during such time. Senior Vice President, Chief Commercial Officer /s/ David O'Toole, attorney-in-fact 2015-05-28 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               POWER OF ATTORNEY

    The undersigned, as a Section 16 reporting person of Capnia, Inc. (the
"Company"), hereby constitutes and appoints Anish Bhatnagar and David D. O'Toole
and each of them, the undersigned's true and lawful attorney-in- fact, to:

    1.  Prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the Securities and Exchange Commission (the "SEC") a Form
ID, including amendments thereto, and any other documents necessary or
appropriate to obtain EDGAR codes and passwords enabling the undersigned to make
electronic filings with the SEC of reports required by Section 16(a) of the
Securities Exchange Act of 1934 or any rule or regulation of the SEC;

    2.  Complete and execute Forms 3, 4 and 5 and other forms and all amendments
thereto as such attorney-in-fact shall in his or her discretion determine to be
required or advisable pursuant to Section 16 of the Securities Exchange Act of
1934 (as amended) and the rules and regulations promulgated thereunder, or any
successor laws and regulations, as a consequence of the undersigned's ownership,
acquisition or disposition of securities of theCompany; and

    3.   Do all acts necessary in order to file such forms with the SEC, any
securities exchange or national association, the Company and such other person
or agency as the attorney- in-fact shall deem appropriate.

      The undersigned hereby ratifies and confirms all that said attorneys-in-
fact and agent shall do or cause to be done by virtue hereof.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934 (as amended).

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the Company and the foregoing attorneys-in- fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 20 day of May, 2015.



                                   /s/ Edward A. Ebbers
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                                   Signature

                                   Edward A. Ebbers
                                   ------------------------------------
                                   Printed Name