Sec Form 4 Filing - Vivo Ventures Fund V, L.P. @ 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 Vivo Ventures Fund V, L.P. 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) 575 HIGH STREET, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 11/18/2014 (Street) PALO ALTO, CA94301 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 11/18/2014 C 137,277 A 169,035 D ( 2 ) Common Stock 11/18/2014 C 1,611 A 170,646 I See Footnote ( 3 ) Common Stock 11/18/2014 C 178,408 A 349,054 I See Footnote ( 4 ) Common Stock 11/18/2014 C 59,638 A 408,692 I See Footnote ( 5 ) Common Stock 11/18/2014 C 1,102 A 409,794 I See Footnote ( 6 ) Common Stock 11/18/2014 C 19,766 A 429,560 I See Footnote ( 7 ) Common Stock 11/18/2014 C 95,112 A 524,672 I See Footnote ( 5 ) Common Stock 11/18/2014 C 1,755 A 526,427 I See Footnote ( 6 ) Common Stock 11/18/2014 C 31,250 A 557,677 I See Footnote ( 7 ) Common Stock 11/18/2014 P 1,936,843 A 2,494,520 D ( 2 ) Common Stock 11/18/2014 P 22,729 A 2,517,249 I See Footnote ( 3 ) Common Stock 11/18/2014 P 28,028 A 2,545,277 I See Footnote ( 4 ) Common Stock 11/18/2014 P 6,689 A 2,551,966 I See Footnote ( 5 ) Common Stock 11/18/2014 P 122 A 2,552,088 I See Footnote ( 6 ) Common Stock 11/18/2014 P 348,800 A 2,900,888 D ( 2 ) Common Stock 11/18/2014 P 4,093 A 2,904,981 I See Footnote ( 3 ) Common Stock 11/18/2014 P 585,437 A 3,490,418 D ( 2 ) Common Stock 11/18/2014 P 6,870 A 3,497,288 I See Footnote ( 3 ) 2010/2012 Convertible Promissory Notes 11/18/2014 S 9,427,594.51 D $ 280,248.07 D ( 2 ) 2010/2012 Convertible Promissory Notes 11/18/2014 S 110,642.23 D $ 169,605.84 I See Footnote ( 3 ) 2010/2012 Convertible Promissory Notes 11/18/2014 S 136,440.76 D $ 33,165.08 I See Footnote ( 4 ) 2010/2012 Convertible Promissory Notes 11/18/2014 S 32,569.17 D $ 595.91 I See Footnote ( 5 ) 2010/2012 Convertible Promissory Notes 11/18/2014 S 595.91 D $ 0 I See Footnote ( 6 ) 2014 Convertible Promissory Notes 11/18/2014 S 1,567,878.63 D $ 18,400.64 D ( 2 ) 2014 Convertible Promissory Notes 11/18/2014 S 18,400.64 D $ 0 I See Footnote ( 3 )

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 137,277 ( 1 ) ( 1 ) Common Stock 137,277 $ 0 239,388 D ( 2 ) Series C Preferred Stock ( 1 ) 11/18/2014 C 240 ( 1 ) ( 1 ) Common Stock 240 $ 0 239,148 I See Footnote ( 3 ) Series C Preferred Stock ( 1 ) 11/18/2014 C 178,408 ( 1 ) ( 1 ) Common Stock 178,408 $ 0 64,740 I See Footnote ( 4 ) Series C Preferred Stock ( 1 ) 11/18/2014 C 59,638 ( 1 ) ( 1 ) Common Stock 59,638 $ 0 1,102 I See Footnote ( 5 ) Series C Preferred Stock ( 1 ) 11/18/2014 C 1,102 ( 1 ) ( 1 ) Common Stock 1,102 $ 0 0 I See Footnote ( 6 ) Series B Preferred Stock ( 8 ) 11/18/2014 C 19,766 ( 8 ) ( 8 ) Common Stock 19,766 $ 0 96,867 I See Footnote ( 7 ) Series B Preferred Stock ( 8 ) 11/18/2014 C 95,112 ( 8 ) ( 8 ) Common Stock 95,112 $ 0 1,755 I See Footnote ( 5 ) Series B Preferred Stock ( 8 ) 11/18/2014 C 1,755 ( 8 ) ( 8 ) Common Stock 1,755 $ 0 0 I See Footnote ( 6 ) Series A Preferred Stock ( 9 ) 11/18/2014 C 31,250 ( 9 ) ( 9 ) Common Stock 31,250 $ 0 0 I See Footnote ( 7 ) Warrant to Purchase Common Stock $ 4.8675 11/18/2014 J( 15 ) 322,109 ( 15 ) ( 15 ) Common Stock 322,109 $ 0 322,109 D ( 2 ) Warrant to Purchase Common Stock $ 4.8675 11/18/2014 J( 15 ) 3,778 ( 15 ) ( 15 ) Common Stock 3,778 $ 0 325,887 I See Footnote ( 3 ) Warrant to Purchase Common Stock $ 4.8675 11/18/2014 J( 15 ) 4,205 ( 15 ) ( 15 ) Common Stock 4,205 $ 0 330,092 I See Footnote ( 4 ) Warrant to Purchase Common Stock $ 4.8675 11/18/2014 J( 15 ) 1,002 ( 15 ) ( 15 ) Common Stock 1,002 $ 0 331,094 I See Footnote ( 5 ) Warrant to Purchase Common Stock $ 4.8675 11/18/2014 J( 15 ) 17 ( 15 ) ( 15 ) Common Stock 17 $ 0 331,111 I See Footnote ( 6 ) Series A Warrant to Purchase Common Stock $ 6.5 11/18/2014 P 348,800 11/18/2014 11/12/2019 Common Stock 348,800 ( 16 ) 348,800 D ( 2 ) Series A Warrant to Purchase Common Stock $ 6.5 11/18/2014 P 4,093 11/18/2014 11/12/2019 Common Stock 4,093 ( 17 ) 352,893 I See Footnote ( 3 ) Series A Warrant to Purchase Common Stock $ 6.5 11/18/2014 P 585,437 11/18/2014 11/12/2019 Common Stock 585,437 ( 18 ) 938,330 D ( 2 ) Series A Warrant to Purchase Common Stock $ 6.5 11/18/2014 P 6,870 11/18/2014 11/12/2019 Common Stock 6,870 ( 19 ) 945,200 I See Footnote ( 3 ) Series B Warrant to Purchase Common Stock $ 6.5 11/18/2014 P 348,800 11/18/2014 02/12/2016 Common Stock 348,800 ( 16 ) 348,800 D ( 2 ) Series B Warrant to Purchase Common Stock $ 6.5 11/18/2014 P 4,093 11/18/2014 02/12/2016 Common Stock 4,093 ( 17 ) 352,893 I See Footnote ( 3 ) Series B Warrant to Purchase Common Stock $ 6.5 11/18/2014 P 585,437 11/18/2014 02/12/2016 Common Stock 585,437 ( 18 ) 938,330 D ( 2 ) Series B Warrant to Purchase Common Stock $ 6.5 11/18/2014 P 6,870 11/18/2014 02/12/2016 Common Stock 6,870 ( 19 ) 945,200 I See Footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Vivo Ventures Fund V, L.P. 575 HIGH STREET, SUITE 201 PALO ALTO, CA94301 X Vivo Ventures V Affiliates Fund, L.P. 575 HIGH STREET, SUITE 201 PALO ALTO, CA94301 X Vivo Ventures V, LLC 575 HIGH STREET, SUITE 201 PALO ALTO, CA94301 X BDF IV Annex Fund LP 575 HIGH STREET, SUITE 201 PALO ALTO, CA94301 X BIOTECHNOLOGY DEVELOPMENT FUND IV LP 575 HIGH STREET, SUITE 201 PALO ALTO, CA94301 X Biotechnology Development Fund IV Affiliates LP 575 HIGH STREET, SUITE 201 PALO ALTO, CA94301 X BIOASIA INVESTMENTS IV LLC 575 HIGH STREET, SUITE 201 PALO ALTO, CA94301 X BIOTECHNOLOGY DEVELOPMENT FUND II LP 575 HIGH STREET, SUITE 201 PALO ALTO, CA94301 X BIOASIA MANGEMENT LLC 575 HIGH STREET, SUITE 201 PALO ALTO, CA94301 X KUNG FRANK 575 HIGH STREET, SUITE 201 PALO ALTO, CA94301 X Signatures /s/ David O'Toole, Attorney-in-Fact for Vivo Ventures Fund V, L.P. 11/20/2014 Signature of Reporting Person Date /s/ David O'Toole, Attorney-in-Fact for Vivo Ventures V Affiliates Fund, L.P. 11/20/2014 Signature of Reporting Person Date /s/ David O'Toole, Attorney-in-Fact for Vivo Ventures V, LLC 11/20/2014 Signature of Reporting Person Date /s/ David O'Toole, Attorney-in-Fact for Biotechnology Development Fund IV, L.P. 11/20/2014 Signature of Reporting Person Date /s/ David O'Toole, Attorney-in-Fact for BDF IV Annex Fund, L.P. 11/20/2014 Signature of Reporting Person Date /s/ David O'Toole, Attorney-in-Fact for Biotechnology Development Fund IV Affiliates, L.P. 11/20/2014 Signature of Reporting Person Date /s/ David O'Toole, Attorney-in-Fact for Biotechnology Development Fund II, L.P. 11/20/2014 Signature of Reporting Person Date /s/ David O'Toole, Attorney-in-Fact for BioAsia Management, LLC 11/20/2014 Signature of Reporting Person Date /s/ David O'Toole, Attorney-in-Fact for Frank Kung 11/20/2014 Signature of Reporting Person Date /s/ David O'Toole, Attorney-in-Fact for Albert Cha 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 reported shares are held directly by Vivo Ventures Fund V, LP. ("Vivo LP"). Vivo Ventures V, LLC ("Vivo LLC") is the general partner of Vivo LP. As such, Vivo LLC may be deemed to be the beneficial owner of the shares held directly by Vivo LP. The managers of Vivo LLC include Frank Kung, Edgar Engleman, and Albert Cha. Accordingly, each of Frank Kung, Edgar Engleman and Albert Cha may be deemed to be the beneficial owner of the shares held directly by Vivo LP. Each of Vivo LLC, Frank Kung, Edgar Engleman and Albert Cha disclaims beneficial ownership of the securities held by Vivo LP, except to the extent of such individual's or entity's pecuniary interests in the securities. ( 3 )The reported shares are held directly by Vivo Ventures V Affiliates Fund, LP. ("VAF"). Vivo LLC is the general partner of VAF. As such, Vivo LLC may be deemed to be the beneficial owner of the shares held directly by VAF. The managers of Vivo LLC include Frank Kung, Edgar Engleman, and Albert Cha. Accordingly, each of Frank Kung, Edgar Engleman and Albert Cha may be deemed to be the beneficial owner of the shares held directly by VAF. Each of Vivo LLC, Frank Kung, Edgar Engleman and Albert Cha disclaims beneficial ownership of the securities held by VAF, except to the extent of such individual's or entity's pecuniary interests in the securities. ( 4 )The reported shares are held directly by BDF IV Annex Fund, L.P. ("BAF IV"). BioAsia IV LLC is the general partner of BAF IV. As such, BioAsia IV LLC may be deemed to be the beneficial owner of the shares held directly by BAF IV. The managers of BioAsia IV LLC include Frank Kung, Edgar Engleman, and Albert Cha. Accordingly, each of Frank Kung, Edgar Engleman and Albert Cha may be deemed to be the beneficial owner of the shares held directly by BAF IV. Each of Vivo LLC, Frank Kung, Edgar Engleman and Albert Cha disclaims beneficial ownership of the securities held by BAF IV, excep t to the extent of such individual's or entity's pecuniary interests in the securities. ( 5 )The reported shares are held directly by Biotechnology Development Fund IV, L.P. ("BDF IV"). BioAsia Investments IV, LLC ("BioAsia IV LLC") is the general partner of BDF IV. As such, BioAsia IV LLC may be deemed to be the beneficial owner of the shares held directly by BDF IV. The managers of BioAsia IV LLC include Frank Kung, Edgar Engleman, and Albert Cha. Accordingly, each of Frank Kung, Edgar Engleman and Albert Cha may be deemed to be the beneficial owner of the shares held directly by BDF IV. Each of Vivo LLC, Frank Kung, Edgar Engleman and Albert Cha disclaims beneficial ownership of the securities held by BDF IV, except to the extent of such individual's or entity's pecuniary interests in the securities. ( 6 )The reported shares are held directly by Biotechnology Development Fund IV Affiliates, L.P. ("BDFA"). BioAsia IV LLC is the general partner of BDFA. As such, BioAsia IV LLC may be deemed to be the beneficial owner of the shares held directly by BDFA. The managers of BioAsia IV LLC include Frank Kung, Edgar Engleman, and Albert Cha. Accordingly, each of Frank Kung, Edgar Engleman and Albert Cha may be deemed to be the beneficial owner of the shares held directly by BDFA. Each of Vivo LLC, Frank Kung, Edgar Engleman and Albert Cha disclaims beneficial ownership of the securities held by BDFA, except to the extent of such individual's or entity's pecuniary interests in the securities. ( 7 )The reported shares are held directly by Biotechnology Development Fund II, L.P. ("BDF II"). BioAsia Management, LLC ("BioAsia LLC") is the general partner of BDF II. As such, BioAsia LLC may be deemed to be the beneficial owner of the shares held directly by BDF II. The managers of BioAsia LLC include Frank Kung, Edgar Engleman, and Albert Cha. Accordingly, each of Frank Kung, Edgar Engleman and Albert Cha may be deemed to be the beneficial owner of the shares held directly by BDF II. Each of Vivo LLC, Frank Kung, Edgar Engleman and Albert Cha disclaims beneficial ownership of the securities held by BDF II, except to the extent of such individual's or entity's pecuniary interests in the securities. ( 8 )The Series B Preferred Stock converted into shares of Common Stock on a 1:1 basis and had no expiration date. ( 9 )The Series A Preferred Stock converted into shares of Common Stock on a 1:1 basis and had no expiration date. ( 10 )Vivo LP converted an aggregate of $9,427,594.51 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 1,909,233 shares 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. ( 11 )VAF converted an aggregate of $110,642.23 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 22,729 shares 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. ( 12 )BAF IV converted an aggregate of $136,440.76 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 28,028 shares 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. ( 13 )BDF IV converted an aggregate of $32,569.17 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 6,689 shares 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. ( 14 )BDFA converted an aggregate of $595.91 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 122 shares 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. ( 15 )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 footnotes 11, 12, 13, and 14, 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. ( 16 )Vivo LP converted an aggregate of $1,587,044.26 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 348,800 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. ( 17 )VAF converted an aggregate of $18,625.78 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 348,800 shares of Common Stock. 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. ( 18 )The reported securities are included within 585,437 Units purchased by Vivo LP for $6.50 per Unit. Each Unit consists 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. ( 19 )The reported securities are included within 6,870 Units purchased by VAF for $6.50 per Unit. Each Unit consists 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.

Remarks: Form 1 of 2

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