Sec Form 4 Filing - ENGELSEN STEINAR J @ Capnia, Inc. - 2014-11-18

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 ENGELSEN STEINAR J 2. Issuer Name and Ticker or Trading Symbol Capnia, Inc. [ CAPN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CAPNIA, INC., 3 TWIN DOLPHIN DR,, SUITE 160 3. Date of Earliest Transaction (MM/DD/YY) 11/18/2014 (Street) REDWOOD CITY, CA94065 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 11/18/2014 C 436 A 479 D Common Stock 11/18/2014 C 260 A 739 D Common Stock 11/18/2014 P 2,643 A 3,382 D Common Stock 11/18/2014 P 468 A 3,850 D 2010/2012 Convertible Promissory Notes 11/18/2014 S 12,873.33 D $ 0 D 2014 Convertible Promissory Notes 11/18/2014 S 2,133.95 D $ 0 D

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 Series C Preferred Stock ( 1 ) 11/18/2014 C 436 ( 1 ) ( 1 ) Common Stock 436 $ 0 0 D Series B Preferred Stock ( 2 ) 11/18/2014 C 260 ( 2 ) ( 2 ) Common Stock 260 $ 0 0 D Warrant to Purchase Common Stock $ 4.8675 11/18/2014 J( 5 ) 436 ( 5 ) ( 5 ) Common Stock 436 $ 0 436 D Series A Warrant to Purchase Common Stock $ 6.5 11/18/2014 P 468 11/18/2014 11/12/2019 Common Stock 468 ( 4 ) 468 D Series B Warrant to Purchase Common Stock $ 6.5 11/18/2014 P 468 11/18/2014 02/12/2016 Common Stock 468 ( 4 ) 936 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ENGELSEN STEINAR J C/O CAPNIA, INC., 3 TWIN DOLPHIN DR, SUITE 160 REDWOOD CITY, CA94065 X Signatures /s/ David O'Toole, Attorney-in-Fact for Steinar Engelsen 11/20/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series C Preferred Stock converted into shares of Common Stock on a 1:1 basis and had no expiration date. ( 2 )The Series B Preferred Stock converted into shares of Common Stock on a 1:1 basis and had no expiration date. ( 3 )The reporting person converted an aggregate of $12,873.33 in principal amount and accrued interest under the 2010/2012 Convertible Promissory Notes on November 18, 2014, at a conversion price of $4.8675 per share, resulting in an acquisition of 2,643shares of Common Stock. The 2012/2012 Convertible Promissory Notes were convertible into shares of Common Stock at a conversion price equal to 75% of the market price of the Common Stock on the date of conversion, which was $6.49 per share of Common Stock. ( 4 )The reporting person converted an aggregate of $2,133.95 in principal amount and accrued interest under the 2014 Convertible Promissory Notes on November 18, 2014, at a conversion price of $4.55 per Unit, resulting in an acquisition of 468 Units. The 2014 Convertible Promissory Notes were convertible into Units at a conversion price equal to 70% of the market price of the Units being sold on the date of conversion, which was $6.50 per Unit, with each Unit consisting of (i) one share of Common Stock, (ii) one Series A Warrant to purchase one share of Common Stock, and (iii) one Series B Warrant to purchase one share of Common Stock. ( 5 )The 2010/2012 Warrants to Purchase Common Stock were issued in connection with the 2010/2012 Convertible Promissory Notes and on November 18, 2014, became exercisable for that number of shares of Common Stock as is equal to the quotient of (x) and (y), where (x) is equal to 25% of the principal amount of the corresponding 2010/2012 Convertible Promissory Note in connection with which such warrant was issued and which is referenced in footnote 3, and, (y) is equal to 75% of the market price of the Common Stock on November 18, 2014, which was $6.49 per share of Common Stock. The exercise price for each of the warrants is $4.8675 per share which is equal to 75% of the market price of the Common Stock on November 18, 2014, which was $6.49 per share of Common Stock. The 2010/2012 Warrants to Purchase Common Stock expire on either February 10, 2020 or January 17, 2022, as more particularly set forth in each 2010/2012 Warrant to Purchase Common Stock.

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