-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SFnmy59wV8umgqCQpa2CufSAirzzH9koSqCmff0ykmqaqSVUZrDsOn89eoRh4dLI 4Z/HtxmWbshkNPsa/2WpqQ== 0000904454-08-000027.txt : 20080207 0000904454-08-000027.hdr.sgml : 20080207 20080207114506 ACCESSION NUMBER: 0000904454-08-000027 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080207 DATE AS OF CHANGE: 20080207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Somaxon Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001339455 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 200161599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81290 FILM NUMBER: 08583812 BUSINESS ADDRESS: STREET 1: 3721 VALLEY CENTRE DRIVE STREET 2: SUITE 500 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: (858) 480-0400 MAIL ADDRESS: STREET 1: 3721 VALLEY CENTRE DRIVE STREET 2: SUITE 500 CITY: SAN DIEGO STATE: CA ZIP: 92130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Domain Partners VI, L.P. CENTRAL INDEX KEY: 0001298033 IRS NUMBER: 331073839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE PALMER SQUARE CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: (609) 683-5656 MAIL ADDRESS: STREET 1: ONE PALMER SQUARE CITY: PRINCETON STATE: NJ ZIP: 08542 SC 13G/A 1 s13ga_020408-somaxon.htm AMD TO SCHED 13G FOR SOMAXON BY DOMAIN PARTNERS VI

CUSIP No. 834453 10 2

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b),(c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 2)1

 

Somaxon Pharmaceuticals, Inc.

(Name of Issuer)

 

Common Stock, $.0001 par value

(Title of Class of Securities)

 

834453 10 2

(CUSIP Number)

 

December 31, 2007

Date of Event Which Requires Filing of this Statement

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o Rule 13d-1(b)

o Rule 13d-1(c)

x Rule 13d-1(d)

 

_________________________

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 834453 10 2

 

1)

Name of Reporting Person

I.R.S. Identification

No. of Above Person

(Entities Only)

Domain Partners VI, L.P.

2)

Check the Appropriate Box

if a Member of a Group

(a) x

(b) o

3)

SEC Use Only

 

4)

Citizenship or Place

of Organization

Delaware

Number of

Shares Beneficially

Owned by Each

Reporting Person

With

5)

Sole Voting
Power

1,007,338 shares of Common Stock

6)

Shared Voting
Power

 

-0-

7)

Sole Dispositive
Power

1,007,338 shares of Common Stock

8)

Shared Dispositive Power

 

-0-

9)

Aggregate Amount Beneficially Owned by Each Reporting Person

1,007,338 shares of Common Stock

10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

11)

Percent of Class Represented by Amount in Row (9)

5.5%

12)

Type of Reporting Person

PN

 

 

 

-2-

CUSIP No. 834453 10 2

 

1)

Name of Reporting Person

I.R.S. Identification

No. of Above Person

(Entities Only)

DP VI Associates, L.P.

2)

Check the Appropriate Box

if a Member of a Group

(a) x

(b) o

3)

SEC Use Only

 

4)

Citizenship or Place

of Organization

Delaware

Number of

Shares Beneficially

Owned by Each

Reporting Person

With

5)

Sole Voting
Power

11,582 shares of Common Stock

6)

Shared Voting
Power

 

-0-

7)

Sole Dispositive
Power

11,582 shares of Common Stock

8)

Shared Dispositive Power

 

-0-

9)

Aggregate Amount Beneficially Owned by Each Reporting Person

11,582 shares of Common Stock

10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

11)

Percent of Class Represented by Amount in Row (9)

0.1%

12)

Type of Reporting Person

PN

 

 

 

-3-

CUSIP No. 834453 10 2

 

1)

Name of Reporting Person

I.R.S. Identification

No. of Above Person

(Entities Only)

Domain Associates, L.L.C.

2)

Check the Appropriate Box

if a Member of a Group

(a) x

(b) o

3)

SEC Use Only

 

4)

Citizenship or Place

of Organization

Delaware

Number of

Shares Beneficially

Owned by Each

Reporting Person

With

5)

Sole Voting
Power

19,166 shares of Common Stock

6)

Shared Voting
Power

 

-0-

7)

Sole Dispositive
Power

19,166 shares of Common Stock

8)

Shared Dispositive Power

 

-0-

9)

Aggregate Amount Beneficially Owned by Each Reporting Person

19,166 shares of Common Stock

10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

11)

Percent of Class Represented by Amount in Row (9)

0.1%

12)

Type of Reporting Person

OO

 

 

 

-4-

CUSIP No. 834453 10 2

 

Schedule 13G (Amendment No. 2)

 

Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission on January 18, 2006 and Amendment No. 1 thereto filed on February 12, 2007 (as so amended, the “Schedule 13G”). Terms defined in the Schedule 13G are used herein as so defined.

 

The following items of the Schedule 13G are hereby amended and restated to read in their entirety as follows:

 

Item 4

Ownership.

 

 

(a)

Amount Beneficially Owned:

 

Domain VI: 1,007,338 shares of Common Stock

DP VI A: 11,582 shares of Common Stock

DA: 19,166 shares of Common Stock

 

 

(b)

Percent of Class:

 

Domain VI: 5.5%

DP VI A: 0.1%

DA: 0.1%

 

 

(c)

Number of shares as to which such person has:

 

 

(i)

sole power to vote or to direct the vote:

 

Domain VI: 1,007,338 shares of Common Stock

DP VI A: 11,582 shares of Common Stock

DA: 19,166 shares of Common Stock

 

 

(ii)

shared power to vote or to direct the vote: -0-

 

 

(iii)

sole power to dispose or to direct the disposition of:

 

Domain VI: 1,007,338 shares of Common Stock

DP VI A: 11,582 shares of Common Stock

DA: 19,166 shares of Common Stock

 

 

(iv)

shared power to dispose or to direct the disposition of: -0-

 

In addition, One Palmer Square Associates VI, L.L.C. (“OPSA VI”), the general partner of Domain VI and DP VI A, beneficially owns 61,308 shares of Common Stock, or approximately 0.3% of the Common Stock outstanding.

 

 

-5-

CUSIP No. 834453 10 2

 

Signature:

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

 

 

DOMAIN PARTNERS VI, L.P.

 

By:

One Palmer Square Associates VI, L.L.C., General Partner

 

By:

/s/ Kathleen K. Schoemaker

 

 

Managing Member

 

DP VI ASSOCIATES, L.P.

 

By:

One Palmer Square Associates VI, L.L.C., General Partner

 

By:

/s/ Kathleen K. Schoemaker

 

 

Managing Member

 

DOMAIN ASSOCIATES, L.L.C.

 

 

 

 

By:

/s/ Kathleen K. Schoemaker

 

 

Managing Member

 

 

Date: January 23, 2008

 

 

-6-

 

 

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