Sec Form 3 Filing - Teknoinvest VIII KS @ Capnia, Inc. - 2014-11-12

FORM 3 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 Teknoinvest VIII KS 2. Issuer Name and Ticker or Trading Symbol Capnia, Inc. [ CAPN] 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) V/ RUNE DYBESLAND,, SMALGANGEN 3 3. Date of Earliest Transaction (MM/DD/YY) 11/12/2014 (Street) 0188 OSLO, Q8 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 108,410 D Common Stock 90,155 I See Footnote ( 1 )

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 Options to purchase Common Stock $ 3.48 03/02/2009 03/02/2019 Common Stock 1,822 ( 2 ) D Options to purchase Common Stock $ 3.48 03/02/2009 03/02/2019 Common Stock 500 ( 3 ) D Options to purchase Common Stock $ 3.48 03/02/2009 03/02/2019 Common Stock 250 ( 4 ) D Options to purchase Common Stock $ 3.48 03/02/2009 03/02/2019 Common Stock 1,166 ( 5 ) I See Footnote ( 1 ) Options to purchase Common Stock $ 3.48 03/02/2009 03/02/2019 Common Stock 583 ( 6 ) I See Footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Teknoinvest VIII KS V/ RUNE DYBESLAND, SMALGANGEN 3 0188 OSLO, Q8 X Teknoinvest VIII B (GP) AS V/ RUNE DYBESLAND, SMALGANGEN 3 0188 OSLO, Q8 X Teknoinvest VIII GP KS V/ RUNE DYBESLAND, SMALGANGEN 3 0188 OSLO, Q8 X Signatures Teknoinvest VIII KS, By Teknoinvest VIII GP KS, its general partner, By: /s/ Antoun Nabhan, As Attorney in Fact 11/12/2014 Signature of Reporting Person Date Teknoinvest VIII B (GP) AS, By: /s/ Antoun Nabhan, As Attorney in Fact 11/12/2014 Signature of Reporting Person Date Teknoinvest VIII GP KS, By: /s/ Antoun Nabhan, As Attorney in Fact 11/12/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are held directly by Teknoinvest VIII B (GP) AS. Teknoinvest VIII GP KS is the general partner of Teknoinvest VIII KS. ( 2 )The option was granted on March 2, 2009 and the shares subject to the option under the 1999 Incentive Stock Plan will vest and be exercisable according to the following schedule: one-forty-eighth (1/48th) of the total number of shares shall vest upon completion of one month continuous service beginning January 1, 2005 and 1/48th of such shares shall vest each month of continuous service thereafter. ( 3 )The option was granted on March 2, 2009 and the shares subject to the option under the 1999 Incentive Stock Plan will vest and be exercisable according to the following schedule: one-forty-eighth (1/48th) of the total number of shares shall vest upon completion of one month continuous service beginning July 15, 2007 and 1/48th of such shares shall vest each month of continuous service thereafter. ( 4 )The option was granted on March 2, 2009 and the shares subject to the option under the 1999 Incentive Stock Plan will vest and be exercisable according to the following schedule: one-forty-eighth (1/48th) of the total number of shares shall vest upon completion of one month continuous service beginning October 15, 2008 and 1/48th of such shares shall vest each month of continuous service thereafter. ( 5 )The option was granted on March 2, 2009 and the shares subject to the option under the 1999 Incentive Stock Plan will vest and be exercisable according to the following schedule: one-forty-eighth (1/48th) of the total number of shares shall vest upon completion of one month continuous service beginning July 15, 2007 and 1/48th of such shares shall vest each month of continuous service thereafter. ( 6 )The option was granted on March 2, 2009 and the shares subject to the option under the 1999 Incentive Stock Plan will vest and be exercisable according to the following schedule: one-forty-eighth (1/48th) of the total number of shares shall vest upon completion of one month continuous service beginning October 15, 2008 and 1/48th of such shares shall vest each month of continuous service thereafter.

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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