Sec Form 4 Filing - MPM BIOVENTURES III-QP L.P. @ Somaxon Pharmaceuticals, Inc. - 2012-07-06

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
MPM BIOVENTURES III-QP L.P.
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 STREET, 54TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/06/2012
(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 07/06/2012 S 671,217 ( 1 ) D $ 0.291 2,900,460 I See Footnote ( 2 )
Common Stock 07/09/2012 S 1,624,574 ( 3 ) D $ 0.307 1,275,886 I See Footnote ( 4 )
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
MPM BIOVENTURES III-QP L.P.
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA02116
X
MPM BIOVENTURES III LLC
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA02116
X
MPM Asset Management Investors 2005 BVIII LLC
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA02116
X
MPM BIOVENTURES III GMBH & CO. Beteiligungs KG
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA02116
X
MPM BIOVENTURES III PARALLEL FUND, L.P.
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA02116
X
MPM BIOVENTURES III L.P.
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA02116
X
MPM BIOVENTURES III GP L.P.
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA02116
X
Signatures
/s/ Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P., the general partner of MPM BioVentures III-QP, L.P. 07/10/2012
Signature of Reporting Person Date
/s/ Luke Evnin, Series A Member of MPM BioVentures III LLC 07/10/2012
Signature of Reporting Person Date
/s/ Luke Evnin, manager of MPM Asset Management Investors 2005 BVIII LLC 07/10/2012
Signature of Reporting Person Date
/s/ Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P., in its capacity as the Managing Limited Partner of MPM BioVentures III GmbH & Co. Beteiligungs KG 07/10/2012
Signature of Reporting Person Date
/s/ Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P., the general partner of MPM BioVentures III Parallel Fund, L.P. 07/10/2012
Signature of Reporting Person Date
/s/ Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, LP, the general partner of MPM BioVentures III, L.P. 07/10/2012
Signature of Reporting Person Date
/s/ Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P. 07/10/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares were sold as follows: 559,506 by MPM BioVentures III-QP, L.P. ("BV III QP"), 37,622 by MPM BioVentures III, L.P. ("BV III"), 9,907 by MPM Asset Management Investors 2005 BVIII LLC ("AM 2005"), 16,901 by MPM BioVentures III Parallel Fund, L.P. ("BV Parallel") and 47,281 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: 2,417,716 by BV III QP, 162,570 by BV III, 42,835 by AM 2005, 73,032 by BV Parallel and 204,307 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: 1,354,196 by BV III QP, 91,057 by BV III, 23,979 by AM 2005, 40,907 by BV Parallel and 114,435 by BV KG.
( 4 )The shares are held as follows: 1,063,520 by BV III QP, 71,513 by BV III, 18,856 by AM 2005, 32,125 by BV Parallel and 89,872 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 Luke Evnin 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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