Sec Form 4 Filing - EVNIN LUKE @ Somaxon Pharmaceuticals, Inc. - 2012-05-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
EVNIN LUKE
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)
(Last) (First) (Middle)
C/O MPM ASSET MANAGEMENT, 200 CLARENDON ST., 54TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/22/2012
(Street)
BOSTON, MA02116
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/22/2012 S 287,000 ( 1 ) D $ 0.3031 4,345,562 I See Footnote ( 2 )
Common Stock 05/23/2012 S 135,250 ( 3 ) D $ 0.3004 4,210,312 I See Footnote ( 4 )
Common Stock 05/25/2012 S 293,015 ( 5 ) D $ 0.3 3,917,297 I See Footnote ( 6 )
Common Stock 05/29/2012 S 15,300 ( 7 ) D $ 0.3021 3,901,997 I See Footnote ( 8 )
Common Stock 05/30/2012 S 51,007 ( 9 ) D $ 0.3 3,850,990 I See Footnote ( 10 )
Common Stock 05/31/2012 S 29,850 ( 11 ) D $ 0.3 3,821,140 I See Footnote ( 12 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
EVNIN LUKE
C/O MPM ASSET MANAGEMENT
200 CLARENDON ST., 54TH FLOOR
BOSTON, MA02116
X
GALAKATOS NICHOLAS
C/O MPM ASSET MANAGEMENT
200 CLARENDON ST., 54TH FLOOR
BOSTON, MA02116
X
HENNER DENNIS
C/O MPM ASSET MANAGEMENT
200 CLARENDON ST., 54TH FLOOR
BOSTON, MA02116
X
STEINMETZ MICHAEL
C/O MPM ASSET MANAGEMENT
200 CLARENDON ST., 54TH FLOOR
BOSTON, MA02116
X
GADICKE ANSBERT
C/O MPM ASSET MANAGEMENT
200 CLARENDON ST., 54TH FLOOR
BOSTON, MA02116
X
SIMON NICHOLAS J III
C/O MPM ASSET MANAGEMENT
200 CLARENDON ST., 54TH FLOOR
BOSTON, MA02116
X
WHEELER KURT
C/O MPM ASSET MANAGEMENT
200 CLARENDON ST., 54TH FLOOR
BOSTON, MA02116
X
Signatures
/s/ Luke Evnin 06/04/2012
Signature of Reporting Person Date
/s/ Nicholas Galakatos 06/04/2012
Signature of Reporting Person Date
/s/ Dennis Henner 06/04/2012
Signature of Reporting Person Date
/s/ Michael Steinmetz 06/04/2012
Signature of Reporting Person Date
/s/ Ansbert Gadicke 06/04/2012
Signature of Reporting Person Date
/s/ Nicholas Simon III 06/04/2012
Signature of Reporting Person Date
/s/ Kurt C. Wheeler 06/04/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares were sold as follows: 239,235 by MPM BioVentures III-QP, L.P. ("BV III QP"), 16,086 by MPM BioVentures III, L.P. ("BV III"), 4,236 by MPM Asset Management Investors 2005 BVIII LLC ("AM 2005"), 7,227 by MPM BioVentures III Parallel Fund, L.P. ("BV Parallel") and 20,216 by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV KG"). MPM BioVentures III GP, L.P. ("MPM III GP") and MPM BioVentures III LLC ("MPM III LLC") are the direct and indirect general partners of BV III QP, BV III, BV Parallel and BV KG. Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Dennis Henner, Nicholas Simon III, Michael Steinmetz and Kurt Wheeler are the Series A members of MPM III LLC and the managers of AM 2005.
( 2 )The shares are held as follows: 3,622,311 by BV III QP, 243,568 by BV III, 64,163 by AM 2005, 109,419 by BV Parallel and 306,101 by BV KG. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.
( 3 )The shares were sold as follows: 112,740 by BV III QP, 7,581 by BV III, 1,996 by AM 2005, 3,406 by BV Parallel and 9,527 by BV KG.
( 4 )The shares are held as follows: 3,509,571 by BV III QP, 235,987 by BV III, 62,167 by AM 2005, 106,013 by BV Parallel and 296,574 by BV KG. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.
( 5 )The shares were sold as follows: 244,249 by BV III QP, 16,423 by BV III, 4,325 by AM 2005, 7,378 by BV Parallel and 20,640 by BV KG.
( 6 )The shares are held as follows: 3,265,322 by BV III QP, 219,564 by BV III, 57,842 by AM 2005, 98,635 by BV Parallel and 275,934 by BV KG. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.
( 7 )The shares were sold as follows: 12,754 by BV III QP, 857 by BV III, 226 by AM 2005, 385 by BV Parallel and 1,078 by BV KG.
( 8 )The shares are held as follows: 3,252,568 by BV III QP, 218,707 by BV III, 57,616 by AM 2005, 98,250 by BV Parallel and 274,856 by BV KG. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.
( 9 )The shares were sold as follows: 42,518 by BV III QP, 2,859 by BV III, 753 by AM 2005, 1,284 by BV Parallel and 3,593 by BV KG.
( 10 )The shares are held as follows: 3,210,050 by BV III QP, 215,848 by BV III, 56,863 by AM 2005, 96,966 by BV Parallel and 271,263 by BV KG. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.
( 11 )The shares were sold as follows: 24,882 by BV III QP, 1,673 by BV III, 440 by AM 2005, 752 by BV Parallel and 2,103 by BV KG.
( 12 )The shares are held as follows: 3,185,168 by BV III QP, 214,175 by BV III, 56,423 by AM 2005, 96,214 by BV Parallel and 269,160 by BV KG. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.

Remarks:
See Form 4 for MPM BioVentures III-QP, L.P. for additional members of this joint filing.

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 4(b)(v).
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