sc13gza

-----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, OY4vMrXf0urjUZY8wkz2VvpIwk/B369wPsqXqioLAREZ4qf9AIwHf1p39huq9Jzd 1N/UMpcc3Aa+h4cpfXAFgg== 0000950134-09-002582.txt : 20090212 0000950134-09-002582.hdr.sgml : 20090212 20090212144051 ACCESSION NUMBER: 0000950134-09-002582 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090212 DATE AS OF CHANGE: 20090212 GROUP MEMBERS: ANSBERT GADICKE GROUP MEMBERS: DENNIS HENNER GROUP MEMBERS: KURT WHEELER GROUP MEMBERS: LUKE EVNIN GROUP MEMBERS: MICHAEL STEINMETZ GROUP MEMBERS: MPM ASSET MANAGEMENT INVESTORS 2005 BVIII LLC GROUP MEMBERS: MPM BIOVENTURES III GMBH & CO. BETEILIGUNGS KG GROUP MEMBERS: MPM BIOVENTURES III GP, L.P. GROUP MEMBERS: MPM BIOVENTURES III LLC GROUP MEMBERS: MPM BIOVENTURES III PARALLEL FUND, L.P. GROUP MEMBERS: MPM BIOVENTURES III-QP, L.P. GROUP MEMBERS: NICHOLAS GALAKATOS GROUP MEMBERS: NICHOLAS SIMON III 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: 09594050 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: MPM BIOVENTURES III LP CENTRAL INDEX KEY: 0001173408 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 5TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617 425 9200 MAIL ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 5TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: MPM BIO VENTURES III LP DATE OF NAME CHANGE: 20020514 SC 13G/A 1 f51498sc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

SOMAXON PHARMACEUTICALS, INC.

(Name of Issuer)

Common Stock
(Title of Class of Securities)

834453 10 2
(CUSIP Number)

December 31, 2008
(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)

þ       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 the disclosures provided in a prior cover page.

The information required in 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 24


CUSIP No.		834453 10 2


1	NAME OF REPORTING PERSONS MPM BioVentures III, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			188,101

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			188,101

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	188,101

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	1.0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

Page 2 of 24


CUSIP No.		834453 10 2


1	NAME OF REPORTING PERSONS MPM BioVentures III-QP, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			2,797,421

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,797,421

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,797,421

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	15.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

Page 3 of 24


CUSIP No.		834453 10 2


1	NAME OF REPORTING PERSONS MPM BioVentures III Parallel Fund, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			84,502

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			84,502

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	84,502

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.5%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

Page 4 of 24


CUSIP No.		834453 10 2


1	NAME OF REPORTING PERSONS MPM BioVentures III GmbH & Co. Beteiligungs KG


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Germany

		5	SOLE VOTING POWER

NUMBER OF			236,394

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			236,394

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	236,394

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	1.3%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

Page 5 of 24


CUSIP No.		834453 10 2


1	NAME OF REPORTING PERSONS MPM Asset Management Investors 2005 BVIII LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			49,551

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			49,551

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	49,551

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.3%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

Page 6 of 24


CUSIP No.		834453 10 2


1	NAME OF REPORTING PERSONS MPM BioVentures III GP, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,306,418*

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			3,306,418*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,306,418*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	17.9%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

* The shares are held as follows: 2,797,421 by MPM BioVentures III-QP, L.P. (“BV III QP”); 188,101 by MPM BioVentures III, L.P. (“BV III”); 84,502 by MPM BioVentures III Parallel Fund, L.P. (“BV III PF”); and 236,394 by MPM BioVentures III GmbH & Co. Beteiligungs KG (“BV III KG”). The Reporting Person is the direct general partner of BV III, BV III QP, BV III PF and BV III KG.

Page 7 of 24


CUSIP No.		834453 10 2


1	NAME OF REPORTING PERSONS MPM BioVentures III LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,306,418*

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			3,306,418*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,306,418*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	17.9%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

* The shares are held as follows: 2,797,421 by BV III QP; 188,101 by BV III; 84,502 by BV III PF; and 236,394 by BV III KG. The Reporting Person the indirect general partner of BV III, BV III QP, BV III PF and BV III KG.

Page 8 of 24


CUSIP No.		834453 10 2


1	NAME OF REPORTING PERSONS Ansbert Gadicke


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,355,969*

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			3,355,969*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,355,969*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	18.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

* The shares are held as follows: 2,797,421 by BV III QP; 188,101 by BV III; 49,551 by MPM Asset Management Investors 2005 BVIII LLC (“BV AM LLC”); 84,502 by BV III PF; and 236,394 by BV III KG. MPM BioVentures III GP, L.P. (“BV III GP”) and MPM BioVentures III LLC (“BV III LLC”) are the direct and indirect general partners of BV III, BV III QP, BV III PF and BV III KG. The Reporting Person is a Series A member of BV III LLC and a manager of BV AM LLC. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein.

Page 9 of 24


CUSIP No.		834453 10 2


1	NAME OF REPORTING PERSONS Luke Evnin


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,355,969*

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			3,355,969*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,355,969*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	18.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

* The shares are held as follows: 2,797,421 by BV III QP; 188,101 by BV III; 49,551 by BV AM LLC; 84,502 by BV III PF; and 236,394 by BV III KG. BV III GP and BV III LLC are the direct and indirect general partners of BV III, BV III QP, BV III PF and BV III KG. The Reporting Person is a Series A member of BV III LLC and a manager of BV AM LLC. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein.

Page 10 of 24


CUSIP No.		834453 10 2


1	NAME OF REPORTING PERSONS Nicholas Galakatos


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,355,969*

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			3,355,969*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,355,969*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	18.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 11 of 24


CUSIP No.		834453 10 2


1	NAME OF REPORTING PERSONS Michael Steinmetz


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,355,969*

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			3,355,969*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,355,969*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	18.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 12 of 24


CUSIP No.		834453 10 2


1	NAME OF REPORTING PERSONS Kurt Wheeler


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			88,333*

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,355,969**

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			88,333*

WITH:		8	SHARED DISPOSITIVE POWER

			3,355,969**

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,444,302* **

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	18.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

* Includes 88,333 shares issuable pursuant to exercisable options within 60 days of December 31, 2008.

** The shares are held as follows: 2,797,421 by BV III QP; 188,101 by BV III; 49,551 by BV AM LLC; 84,502 by BV III PF; and 236,394 by BV III KG. BV III GP and BV III LLC are the direct and indirect general partners of BV III, BV III QP, BV III PF and BV III KG. The Reporting Person is a Series A member of BV III LLC and a manager of BV AM LLC. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein.

Page 13 of 24


CUSIP No.		834453 10 2


1	NAME OF REPORTING PERSONS Nicholas Simon III


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,355,969*

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			3,355,969*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,355,969*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	18.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 14 of 24


CUSIP No.		834453 10 2


1	NAME OF REPORTING PERSONS Dennis Henner


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,355,969*

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			3,355,969*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,355,969*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	18.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 15 of 24

Item 1.

(a)

Name of Issuer

Somaxon Pharmaceuticals, Inc.

(b)

Address of Issuer’s Principal Executive Offices

3721 Valley Centre Drive, Suite 500
San Diego, CA 92130

Item 2.

(a)

Name of Person Filing

MPM BioVentures III, L.P.
MPM BioVentures III-QP, L.P.
MPM BioVentures III Parallel Fund, L.P.
MPM BioVentures III GmbH & Co. Beteiligungs KG
MPM Asset Management Investors 2005 BVIII LLC
MPM BioVentures III GP, L.P.
MPM BioVentures III LLC
Ansbert Gadicke
Luke Evnin
Nicholas Galakatos
Michael Steinmetz
Kurt Wheeler
Nicholas Simon III
Dennis Henner

(b)

Address of Principal Business Office or, if none, Residence

c/o MPM Capital L.P.
The John Hancock Tower
200 Clarendon Street, 54^th Floor
Boston, MA 02116

(c)

Citizenship

All entities were organized in Delaware except MPM BioVentures III GmbH & Co. Beteiligungs
KG, which was organized in Germany. The individuals are all United States citizens.

(d)

Title of Class of Securities

Common Stock

(e)

CUSIP Number

834453 10 2


Item 3.		If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable

Page 16 of 24


Item 4.		Ownership

(a)

Amount Beneficially Owned:


MPM BioVentures III, L.P.	188,101
MPM BioVentures III-QP, L.P.	2,797,421
MPM BioVentures III Parallel Fund, L.P.	84,502
MPM BioVentures III GmbH & Co. Beteiligungs KG	236,394
MPM Asset Management Investors 2005 BVIII LLC	49,551
MPM BioVentures III GP, L.P.	3,306,418	(1)
MPM BioVentures III LLC	3,306,418	(2)
Ansbert Gadicke	3,355,969	(3)
Luke Evnin	3,355,969	(3)
Nicholas Galakatos	3,355,969	(3)
Michael Steinmetz	3,355,969	(3)
Kurt Wheeler	3,444,302	(3)(4)
Nicholas Simon III	3,355,969	(3)
Dennis Henner	3,355,969	(3)

Percent of Class:

MPM BioVentures III, L.P.	1.0	%
MPM BioVentures III-QP, L.P.	15.2	%
MPM BioVentures III Parallel Fund, L.P.	0.5	%
MPM BioVentures III GmbH & Co. Beteiligungs KG	1.3	%
MPM Asset Management Investors 2005 BVIII LLC	0.3	%
MPM BioVentures III GP, L.P.	17.9	%
MPM BioVentures III LLC	17.9	%
Ansbert Gadicke	18.2	%
Luke Evnin	18.2	%
Nicholas Galakatos	18.2	%
Michael Steinmetz	18.2	%
Kurt Wheeler	18.6	%
Nicholas Simon III	18.2	%
Dennis Henner	18.2	%

Page 17 of 24

(b)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote


MPM BioVentures III, L.P.	188,101
MPM BioVentures III-QP, L.P.	2,797,421
MPM BioVentures III Parallel Fund, L.P.	84,502
MPM BioVentures III GmbH & Co. Beteiligungs KG	236,394
MPM Asset Management Investors 2005 BVIII LLC	49,551
MPM BioVentures III GP, L.P.	0
MPM BioVentures III LLC	0
Ansbert Gadicke	0
Luke Evnin	0
Nicholas Galakatos	0
Michael Steinmetz	0
Kurt Wheeler	88,333	(4)
Nicholas Simon III	0
Dennis Henner	0

(ii)

Shared power to vote or to direct the vote


MPM BioVentures III, L.P.	0
MPM BioVentures III-QP, L.P.	0
MPM BioVentures III Parallel Fund, L.P.	0
MPM BioVentures III GmbH & Co. Beteiligungs KG	0
MPM Asset Management Investors 2005 BVIII LLC	0
MPM BioVentures III GP, L.P.	3,306,418	(1)
MPM BioVentures III LLC	3,306,418	(2)
Ansbert Gadicke	3,355,969	(3)
Luke Evnin	3,355,969	(3)
Nicholas Galakatos	3,355,969	(3)
Michael Steinmetz	3,355,969	(3)
Kurt Wheeler	3,355,969	(3)
Nicholas Simon III	3,355,969	(3)
Dennis Henner	3,355,969	(3)

Page 18 of 24

(iii)

Sole power to dispose or to direct the disposition of


MPM BioVentures III, L.P.	188,101
MPM BioVentures III-QP, L.P.	2,797,421
MPM BioVentures III Parallel Fund, L.P.	84,502
MPM BioVentures III GmbH & Co. Beteiligungs KG	236,394
MPM Asset Management Investors 2005 BVIII LLC	49,551
MPM BioVentures III GP, L.P.	0
MPM BioVentures III LLC	0
Ansbert Gadicke	0
Luke Evnin	0
Nicholas Galakatos	0
Michael Steinmetz	0
Kurt Wheeler	88,333	(4)
Nicholas Simon III	0
Dennis Henner	0

(iv)

Shared power to dispose or to direct the disposition of


MPM BioVentures III, L.P.	0
MPM BioVentures III-QP, L.P.	0
MPM BioVentures III Parallel Fund, L.P.	0
MPM BioVentures III GmbH & Co. Beteiligungs KG	0
MPM Asset Management Investors 2005 BVIII LLC	0
MPM BioVentures III GP, L.P.	3,306,418	(1)
MPM BioVentures III LLC	3,306,418	(2)
Ansbert Gadicke	3,355,969	(3)
Luke Evnin	3,355,969	(3)
Nicholas Galakatos	3,355,969	(3)
Michael Steinmetz	3,355,969	(3)
Kurt Wheeler	3,355,969	(3)
Nicholas Simon III	3,355,969	(3)
Dennis Henner	3,355,969	(3)


(1)		The shares are held as follows: 2,797,421 by BV III QP; 188,101 by BV III; 84,502 by BV III PF; and 236,394 by BV III KG. The Reporting Person is the direct general partner of BV III, BV III QP, BV III PF and BV III KG.

(2)		The shares are held as follows: 2,797,421 by BV III QP; 188,101 by BV III; 84,502 by BV III PF; and 236,394 by BV III KG. The Reporting Person is the indirect general partner of BV III, BV III QP, BV III PF and BV III KG.

(3)		The shares are held as follows: 2,797,421 by BV III QP; 188,101 by BV III; 49,551 by BV AM LLC; 84,502 by BV III PF; and 236,394 by BV III KG. BV III GP and BV III LLC are the direct and indirect general partners of BV III, BV III QP, BV III PF and BV III KG. The Reporting Person is a Series A member of BV III LLC and a manager of BV AM LLC. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein.

(4)		Includes 88,333 shares issuable pursuant to exercisable options within 60 days of December 31, 2008.


Item 5.		Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.


Item 6.		Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

Page 19 of 24


Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable


Item 8.		Identification and Classification of Members of the Group

Not Applicable


Item 9.		Notice of Dissolution of a Group

Not Applicable


Item 10.		Certifications

Not Applicable

Page 20 of 24

SIGNATURE

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

Dated: February 11, 2009


MPM BIOVENTURES III, L.P.		MPM BIOVENTURES III-QP, L.P.

By:	MPM BioVentures III GP, L.P.,	By:	MPM BioVentures III GP, L.P.,
	its General Partner		its General Partner

By:	MPM BioVentures III LLC,	By:	MPM BioVentures III LLC,
	its General Partner		its General Partner

By:	/s/ Luke Evnin	By:	/s/ Luke Evnin
	Name: Luke Evnin		Name: Luke Evnin
	Title: Series A Member		Title: Series A Member

MPM BIOVENTURES III PARALLEL FUND, L.P.		MPM BIOVENTURES III GMBH & CO. BETEILIGUNGS KG

By:	MPM BioVentures III GP, L.P.,	By:	MPM BioVentures III GP, L.P.,
	its General Partner		in its capacity as the Managing Limited Partner

By:	MPM BioVentures III LLC,	By:	MPM BioVentures III LLC,
	its General Partner		its General Partner

By:	/s/ Luke Evnin	By:	/s/ Luke Evnin

	Name: Luke Evnin		Name: Luke Evnin
	Title: Series A Member		Title: Series A Member

MPM ASSET MANAGEMENT INVESTORS 2005 BVIII LLC		MPM BIOVENTURES III GP, L.P.

By:	/s/ Luke Evnin	By:	MPM BioVentures III LLC,
	Name: Luke Evnin		its General Partner
	Title: Manager
By:		By:	/s/ Luke Evnin
	MPM BIOVENTURES III LLC		Name: Luke Evnin
			Title: Series A Member
By:	/s/ Luke Evnin
	Name: Luke Evnin	By:	/s/ Ansbert Gadicke
	Title: Series A Member		Name: Ansbert Gadicke

Page 21 of 24


By:	/s/ Luke Evnin	By:	/s/ Nicholas Galakatos
	Name: Luke Evnin		Name: Nicholas Galakatos

By:	/s/ Michael Steinmetz	By:	/s/ Kurt Wheeler

	Name: Michael Steinmetz		Name: Kurt Wheeler

By:	/s/ Nicholas Simon III	By:	/s/ Dennis Henner

	Name: Nicholas Simon III		Name: Dennis Henner

EXHIBITS

A: Joint Filing Agreement

Page 22 of 24

EX-99.A 2 f51498exv99wa.htm EX-99.A exv99wa

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Somaxon Pharmaceuticals, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 11^th day of February, 2009.


MPM BIOVENTURES III, L.P.		MPM BIOVENTURES III-QP, L.P.

By:	MPM BioVentures III GP, L.P.,	By:	MPM BioVentures III GP, L.P.,
	its General Partner		its General Partner

By:	MPM BioVentures III LLC,	By:	MPM BioVentures III LLC,
	its General Partner		its General Partner

By:	/s/ Luke Evnin Name: Luke Evnin	By:	/s/ Luke Evnin Name: Luke Evnin
	Title: Series A Member		Title: Series A Member

MPM BIOVENTURES III PARALLEL FUND, L.P.		MPM BIOVENTURES III GMBH & CO. BETEILIGUNGS KG

By:	MPM BioVentures III GP, L.P.,	By:	MPM BioVentures III GP, L.P.,
	its General Partner		in its capacity as the Managing Limited Partner

By:	MPM BioVentures III LLC,	By:	MPM BioVentures III LLC,
	its General Partner		its General Partner

By:	/s/ Luke Evnin	By:	/s/ Luke Evnin

	Name: Luke Evnin		Name: Luke Evnin
	Title: Series A Member		Title: Series A Member

MPM ASSET MANAGEMENT INVESTORS 2005 BVIII LLC		MPM BIOVENTURES III GP, L.P.

By:	/s/ Luke Evnin	By:	MPM BioVentures III LLC,
	Name: Luke Evnin		its General Partner
	Title: Manager
		By:	/s/ Luke Evnin
MPM BIOVENTURES III LLC		Name:	Luke Evnin
		Title:	Series A Member
By:	/s/ Luke Evnin
Name:	Luke Evnin	By:	/s/ Ansbert Gadicke
Title:	Series A Member		Name: Ansbert Gadicke

Page 23 of 24


By:	/s/ Luke Evnin	By:	/s/ Nicholas Galakatos
	Name: Luke Evnin		Name: Nicholas Galakatos

By:	/s/ Michael Steinmetz	By:	/s/ Kurt Wheeler

	Name: Michael Steinmetz		Name: Kurt Wheeler

By:	/s/ Nicholas Simon III	By:	/s/ Dennis Henner

	Name: Nicholas Simon III		Name: Dennis Henner

Page 24 of 24

-----END PRIVACY-ENHANCED MESSAGE-----