SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* WHEELER KURT (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Somaxon Pharmaceuticals, Inc. [ SOMX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/20/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	12/20/2005		C		3,209,874	A	(1)	3,209,874	I	See Footnote(2)
Common Stock	12/20/2005		P		318,000(4)	A	$11	3,527,874	I	See Footnote(5)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	$0.00(1)	06/01/2005		P		16,296,296(8)		(6)	(7)	Common Stock	2,716,050	$0.00	16,296,296	I	See Footnote(8)
Series C Preferred Stock	$0.00(1)	09/15/2005		P		2,962,942(9)		(6)	(7)	Common Stock	493,824	$0.00	19,259,238	I	See Footnote(10)
Stock Option (Right to Buy)	$3	07/19/2005		A		13,333		(11)	07/18/2015	Common Stock	13,333	$0.00	13,333	D
Series C Preferred Stock	$0.00(1)	12/20/2005		C			19,259,238	(1)	(1)	Common Stock	3,209,874	$0.00	0	I	See Footnote(3)

Explanation of Responses:

1. Each share of Series C Preferred Stock automatically converted into shares of Common Stock on a 1 for 6 basis immediately prior to the closing of the Issuer's initial public offering.

2. The shares are held as follows: 2,675,638 by MPM BioVentures III-QP, L.P. ("BV III QP"), 179,913 by MPM BioVentures III, L.P. ("BV III"), 47,394 by MPM Asset Management Investors 2005 BVIII LLC ("AM 2005"), 80,825 by MPM BioVentures III Parallel Fund, L.P. ("BV Parallel") and 226,104 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. The Reporting Person is a member of MPM III LLC and AM 2005. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

3. No shares held.

4. The shares were purchased as follows: 265,074 by BV III QP, 17,824 by BV III, 4,695 by AM 2005, 8,007 by BV Parallel and 22,400 by BV KG.

5. The shares are held as follows: 2,940,712 by BV III QP, 197,737 by BV III, 52,089 by AM 2005, 88,832 by BV Parallel and 248,504 by BV KG. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

6. Immediate.

7. Not applicable.

8. The shares were purchased and held as follows: 13,584,022 by BV III QP, 913,407 by BV III, 240,615 by AM 2005, 410,341 by BV Parallel and 1,147,911 by BV KG.

9. The shares were purchased as follows: 2,469,804 by BV III QP, 166,073 by BV III, 43,748 by AM 2005, 74,607 by BV Parallel and 208,710 by BV KG.

10. The shares were held as follows: 16,053,826 by BV III QP, 1,079,480 by BV III, 284,363 by AM 2005, 484,948 by BV Parallel and 1,356,621 by BV KG. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

11. The option shall vest in 24 equal monthly installments beginning June 19, 2005.

	/s/ Kurt Wheeler	12/21/2005
	** Signature of Reporting Person	Date
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