-----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, La/GyBdbHK+iP0ui7aVlCkcTNHUmZEj9/y8yRp6MjlH0Uwu/e3avy9nKrVFBpeIJ m9tGRGdVY/PDKT0J8bqtAA== 0001104659-10-006887.txt : 20100212 0001104659-10-006887.hdr.sgml : 20100212 20100212154649 ACCESSION NUMBER: 0001104659-10-006887 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100212 DATE AS OF CHANGE: 20100212 GROUP MEMBERS: DANIEL K. TURNER III GROUP MEMBERS: HOWARD D. PALEFSKY GROUP MEMBERS: MONTREUX EQUITY MANAGAMENT III SBIC, LLC GROUP MEMBERS: MONTREUX EQUITY MANAGEMENT II SBIC, LLC GROUP MEMBERS: MONTREUX EQUITY PARTNERS III SBIC, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MONTREUX EQUITY PARTNERS II SBIC LP CENTRAL INDEX KEY: 0001277894 IRS NUMBER: 770530710 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 2500 SAND HILL ROAD STREET 2: SUITE 215 CITY: MENLO PARK STATE: CA ZIP: 94025 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: 10598934 BUSINESS ADDRESS: STREET 1: 420 STEVENS AVENUE STREET 2: SUITE 210 CITY: SOLANA BEACH STATE: CA ZIP: 92075 BUSINESS PHONE: (858) 480-0400 MAIL ADDRESS: STREET 1: 420 STEVENS AVENUE STREET 2: SUITE 210 CITY: SOLANA BEACH STATE: CA ZIP: 92075 SC 13G/A 1 a09-17914_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

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 13d-2 (b)
(Amendment No. 1)*

 

Somaxon Pharmaceuticals Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

834453102

(CUSIP Number)

December 15, 2005

(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 (“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).

 


 

CUSIP No. 834453102

 

 

1

Names of Reporting Persons.
I.R.S. Identification No. of above persons (entities only)

Montreux Equity Partners II SBIC, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
California, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
2,195,505 shares of Common Stock (2)

851,062 Warrants to purchase Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
2,195,505 shares of Common Stock (2)

851,062 Warrants to purchase Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,195,505 shares of Common Stock (2)

851,062 Warrants to purchase Common Stock (2)

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row 9
12.9% (3)

 

 

12

Type of Reporting Person*
PN

 

(1)   This Schedule 13G is filed by Montreux Equity Partners II SBIC, a California limited partnership (“MEP II”), Montreux Equity Partners III SBIC, L.P., a  California limited partnership (“MEP III”), Montreux Equity Management II SBIC, LLC, a California limited liability company (“MEM II”), Montreux Equity Management III SBIC, LLC, a California limited liability company (“MEM III”), Howard D. Palefsky (“Palefsky”), and Daniel K. Turner III (“Turner” and together with MEP II, MEP III, MEM II, MEM III and Palefsky, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)   Includes (i) 1,058,370 shares held by MEP II and 425,531 warrants to purchase shares; and (ii) 1,137,135 shares held by MEP III and 425,531 warrants to purchase shares.  MEM II serves as the sole general partner of MEP II and owns no securities of the Issuer directly.  Palefsky and Turner are directors and/or members of MEM II and share voting and dispositive power over the shares held by MEP II; however, they disclaim beneficial ownership of the shares held by MEP II except to the extent of their pecuniary interests therein.  MEM III serves as the sole general partner of MEP III and owns no securities of the Issuer directly. Palefsky and Turner are directors and/or members of MEM III and share voting and dispositive power over the shares held by MEP III; however, they disclaim beneficial ownership of the shares held by MEP III except to the extent of their pecuniary interests therein.  

 

(3)   This percentage is calculated based upon 23,639,469 shares of Common Stock outstanding.

 

2


 

CUSIP No. 834453102

 

 

1

Names of Reporting Persons.
I.R.S. Identification No. of above persons (entities only)

Montreux Equity Management II SBIC, LLC

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
California, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
2,195,505 shares of Common Stock (2)

851,062 Warrants to purchase Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
2,195,505 shares of Common Stock (2)

851,062 Warrants to purchase Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,195,505 shares of Common Stock (2)

851,062 Warrants to purchase Common Stock (2)

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row 9
12.9% (3)

 

 

12

Type of Reporting Person*
OO

 

(1)   This Schedule 13G is filed by Montreux Equity Partners II SBIC, a California limited partnership (“MEP II”), Montreux Equity Partners III SBIC, L.P., a  California limited partnership (“MEP III”), Montreux Equity Management II SBIC, LLC, a California limited liability company (“MEM II”), Montreux Equity Management III SBIC, LLC, a California limited liability company (“MEM III”), Howard D. Palefsky (“Palefsky”) and Daniel K. Turner III (“Turner” and together with MEP II, MEP III, MEM II, MEM III and Palefsky, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)   Includes (i) 1,058,370 shares held by MEP II and 425,531 warrants to purchase shares; and (ii) 1,137,135 shares held by MEP III and 425,531 warrants to purchase shares.  MEM II serves as the sole general partner of MEP II and owns no securities of the Issuer directly.  Palefsky and Turner are directors and/or members of MEM II and share voting and dispositive power over the shares held by MEP II; however, they disclaim beneficial ownership of the shares held by MEP II except to the extent of their pecuniary interests therein.  MEM III serves as the sole general partner of MEP III and owns no securities of the Issuer directly. Palefsky and Turner are directors and/or members of MEM III and share voting and dispositive power over the shares held by MEP III; however, they disclaim beneficial ownership of the shares held by MEP III except to the extent of their pecuniary interests therein.  

 

(3)   This percentage is calculated based upon 23,639,469 shares of Common Stock outstanding.

 

3


 

CUSIP No. 834453102

 

 

1

Names of Reporting Persons.
I.R.S. Identification No. of above persons (entities only)

Montreux Equity Partners III SBIC, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
California, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
2,195,505 shares of Common Stock (2)

851,062 Warrants to purchase Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
2,195,505 shares of Common Stock (2)

851,062 Warrants to purchase Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,195,505 shares of Common Stock (2)

851,062 Warrants to purchase Common Stock (2)

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row 9
12.9% (3)

 

 

12

Type of Reporting Person*
PN

 

(1)   This Schedule 13G is filed by Montreux Equity Partners II SBIC, a California limited partnership (“MEP II”), Montreux Equity Partners III SBIC, L.P., a  California limited partnership (“MEP III”), Montreux Equity Management II SBIC, LLC, a California limited liability company (“MEM II”), Montreux Equity Management III SBIC, LLC, a California limited liability company (“MEM III”), Howard D. Palefsky (“Palefsky”) and Daniel K. Turner III (“Turner” and together with MEP II, MEP III, MEM II, MEM III and Palefsky, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)   Includes (i) 1,058,370 shares held by MEP II and 425,531 warrants to purchase shares; and (ii) 1,137,135 shares held by MEP III and 425,531 warrants to purchase shares.  MEM II serves as the sole general partner of MEP II and owns no securities of the Issuer directly.  Palefsky and Turner are directors and/or members of MEM II and share voting and dispositive power over the shares held by MEP II; however, they disclaim beneficial ownership of the shares held by MEP II except to the extent of their pecuniary interests therein.  MEM III serves as the sole general partner of MEP III and owns no securities of the Issuer directly. Palefsky and Turner are directors and/or members of MEM III and share voting and dispositive power over the shares held by MEP III; however, they disclaim beneficial ownership of the shares held by MEP III except to the extent of their pecuniary interests therein.  

 

(3)   This percentage is calculated based upon 23,639,469 shares of Common Stock outstanding.

 

4


 

CUSIP No. 834453102

 

 

1

Names of Reporting Persons.
I.R.S. Identification No. of above persons (entities only)

Montreux Equity Management III SBIC, LLC

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
California, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
2,195,505 shares of Common Stock (2)

851,062 Warrants to purchase Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
2,195,505 shares of Common Stock (2)

851,062 Warrants to purchase Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,195,505 shares of Common Stock (2)

851,062 Warrants to purchase Common Stock (2)

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row 9
12.9% (3)

 

 

12

Type of Reporting Person*
OO

 

(1)   This Schedule 13G is filed by Montreux Equity Partners II SBIC, a California limited partnership (“MEP II”), Montreux Equity Partners III SBIC, L.P., a  California limited partnership (“MEP III”), Montreux Equity Management II SBIC, LLC, a California limited liability company (“MEM II”), Montreux Equity Management III SBIC, LLC, a California limited liability company (“MEM III”), Howard D. Palefsky (“Palefsky”) and Daniel K. Turner III (“Turner” and together with MEP II, MEP III, MEM II, MEM III and Palefsky, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)   Includes (i) 1,058,370 shares held by MEP II and 425,531 warrants to purchase shares; and (ii) 1,137,135 shares held by MEP III and 425,531 warrants to purchase shares.  MEM II serves as the sole general partner of MEP II and owns no securities of the Issuer directly.  Palefsky and Turner are directors and/or members of MEM II and share voting and dispositive power over the shares held by MEP II; however, they disclaim beneficial ownership of the shares held by MEP II except to the extent of their pecuniary interests therein.  MEM III serves as the sole general partner of MEP III and owns no securities of the Issuer directly. Palefsky and Turner are directors and/or members of MEM III and share voting and dispositive power over the shares held by MEP III; however, they disclaim beneficial ownership of the shares held by MEP III except to the extent of their pecuniary interests therein.  

 

(3)   This percentage is calculated based upon 23,639,469 shares of Common Stock outstanding.

 

5


 

CUSIP No. 834453102

 

 

1

Names of Reporting Persons
I.R.S. Identification No. of above persons (entities only)

Daniel K. Turner III

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
2,195,505 shares of Common Stock (2)

851,062 Warrants to purchase Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
2,195,505 shares of Common Stock (2)

851,062 Warrants to purchase Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,195,505 shares of Common Stock (2)

851,062 Warrants to purchase Common Stock (2)

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row 9
12.9% (3)

 

 

12

Type of Reporting Person*
IN

 

(1)   This Schedule 13G is filed by Montreux Equity Partners II SBIC, a California limited partnership (“MEP II”), Montreux Equity Partners III SBIC, L.P., a  California limited partnership (“MEP III”), Montreux Equity Management II SBIC, LLC, a California limited liability company (“MEM II”), Montreux Equity Management III SBIC, LLC, a California limited liability company (“MEM III”), Howard D. Palefsky (“Palefsky”) and Daniel K. Turner III (“Turner” and together with MEP II, MEP III, MEM II, MEM III and Palefsky, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)   Includes (i) 1,058,370 shares held by MEP II and 425,531 warrants to purchase shares; and (ii) 1,137,135 shares held by MEP III and 425,531 warrants to purchase shares.  MEM II serves as the sole general partner of MEP II and owns no securities of the Issuer directly.  Palefsky and Turner are directors and/or members of MEM II and share voting and dispositive power over the shares held by MEP II; however, they disclaim beneficial ownership of the shares held by MEP II except to the extent of their pecuniary interests therein.  MEM III serves as the sole general partner of MEP III and owns no securities of the Issuer directly. Palefsky and Turner are directors and/or members of MEM III and share voting and dispositive power over the shares held by MEP III; however, they disclaim beneficial ownership of the shares held by MEP III except to the extent of their pecuniary interests therein.  

 

(3)   This percentage is calculated based upon 23,639,469 shares of Common Stock outstanding.

 

6


 

CUSIP No. 834453102

 

 

1

Names of Reporting Persons
I.R.S. Identification No. of above persons (entities only)

Howard D. Palefsky

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
2,195,505 shares of Common Stock (2)

851,062 Warrants to purchase Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
2,195,505 shares of Common Stock (2)

851,062 Warrants to purchase Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,195,505 shares of Common Stock (2)

851,062 Warrants to purchase Common Stock (2)

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row 9
12.9% (3)

 

 

12

Type of Reporting Person*
IN

 

(1)   This Schedule 13G is filed by Montreux Equity Partners II SBIC, a California limited partnership (“MEP II”), Montreux Equity Partners III SBIC, L.P., a  California limited partnership (“MEP III”), Montreux Equity Management II SBIC, LLC, a California limited liability company (“MEM II”), Montreux Equity Management III SBIC, LLC, a California limited liability company (“MEM III”), Howard D. Palefsky (“Palefsky”) and Daniel K. Turner III (“Turner” and together with MEP II, MEP III, MEM II, MEM III and Palefsky, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)   Includes (i) 1,058,370 shares held by MEP II and 425,531 warrants to purchase shares; and (ii) 1,137,135 shares held by MEP III and 425,531 warrants to purchase shares.  MEM II serves as the sole general partner of MEP II and owns no securities of the Issuer directly.  Palefsky and Turner are directors and/or members of MEM II and share voting and dispositive power over the shares held by MEP II; however, they disclaim beneficial ownership of the shares held by MEP II except to the extent of their pecuniary interests therein.  MEM III serves as the sole general partner of MEP III and owns no securities of the Issuer directly. Palefsky and Turner are directors and/or members of MEM III and share voting and dispositive power over the shares held by MEP III; however, they disclaim beneficial ownership of the shares held by MEP III except to the extent of their pecuniary interests therein.  

 

(3)   This percentage is calculated based upon 23,639,469 shares of Common Stock outstanding.

 

7


 

Introductory Note: This Statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.0001 per share (“Common Stock”), of Somaxon Pharmaceuticals Inc. (the “Issuer”).

 

Item 1

 

(a)

Name of Issuer:
Somaxon Pharmaceuticals Inc.

 

(b)

Address of Issuer’s Principal Executive Offices:
420 Stevens Avenue, Suite 210

Solana Beach, California  92075

 

Item 2

 

(a)

Name of Person(s) Filing:
Montreux Equity Partners II SBIC, L.P. (“MEP II”)

Montreux Equity Management II SBIC, LLC (“MEM II”)

Montreux Equity Partners III SBIC, L.P. (“MEP III”)

Montreux Equity Management III SBIC, LLC (“MEM III”)

Howard D. Palefsky (“Palefsky”)

Daniel K. Turner III (“Turner”)

 

(b)

Address of Principal Business Office:
c/o Montreux Equity Partners

3000 Sand Hill Road

Building 1, Suite 260

Menlo Park, California  94025

 

(c)

Citizenship:

 

 Entities:

MEP II

-

California, United States of America

 

 

 

MEM II

-

California, United States of America

 

 

 

MEP III

-

California, United States of America

 

 

 

MEM III

-

California, United States of America

 

 

 

 

 

 

 

 

 Individuals:

Palefsky

-

United States of America

 

 

 

Turner

-

United States of America

 

 

(d)

Title of Class of Securities:
Common Stock

Warrants to purchase Common Stock

 

(e)

CUSIP Number:
834453102

 

Item 3

Not applicable.

 

8


 

Item 4

Ownership.

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2009:

 

 

Reporting Persons

 

Shares and Warrants Held 
Directly

 

Sole Voting
Power

 

Shared
Voting
Power

 

Sole
Dispositive
Power

 

Shared
Dispositive
Power

 

Beneficial
Ownership

 

Percentage
of Class (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MEP II

 

1,483,901

 

0

 

3,046,567

 

0

 

3,046,567

 

3,046,567

 

12.9

%

MEM II

 

0

 

0

 

3,046,567

 

0

 

3,046,567

 

3,046,567

 

12.9

%

MEP III

 

1,562,666

 

0

 

3,046,567

 

0

 

3,046,567

 

3,046,567

 

12.9

%

MEM III

 

0

 

0

 

3,046,567

 

0

 

3,046,567

 

3,046,567

 

12.9

%

Palefsky

 

0

 

0

 

3,046,567

 

0

 

3,046,567

 

3,046,567

 

12.9

%

Turner

 

0

 

0

 

3,046,567

 

0

 

3,046,567

 

3,046,567

 

12.9

%

 

(1)   MEM II serves as the sole general partner of MEP II and owns no securities of the Issuer directly.  Palefsky and Turner are directors and/or members of MEM II and share voting and dispositive power over the shares held by MEP II; however, they disclaim beneficial ownership of the shares held by MEP II except to the extent of their pecuniary interests therein.  MEM III serves as the sole general partner of MEP III and owns no securities of the Issuer directly.  Palefsky and Turner are directors and/or members of MEM III and share voting and dispositive power over the shares held by MEP III; however, they disclaim beneficial ownership of the shares held by MEP III except to the extent of their pecuniary interests therein.

 

(2)   This percentage is calculated based upon 23,639,469 shares of Common Stock outstanding.

 

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 Persons have 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.

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9

Notice of Dissolution of Group.

 

Not applicable.

 

9


 

Item 10

Certification.

 

Not applicable.

 

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 12, 2010

 

MONTREUX EQUITY PARTNERS II SBIC, L.P.

 

 

By MONTREUX EQUITY MANAGEMENT II SBIC, LLC,

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Daniel K. Turner III

 

 

 

Name:

Daniel K. Turner III

 

 

 

Title:

Managing Member

 

 

 

 

 

 

 

 

 

 

Dated: February 12, 2010

 

MONTREUX EQUITY MANAGEMENT II SBIC, LLC

 

 

 

 

 

 

 

 

 

 

By:

/s/ Daniel K. Turner III

 

 

 

Name:

Daniel K. Turner III

 

 

 

Title:

Managing Member

 

 

 

 

 

 

 

 

Dated: February 12, 2010

 

MONTREUX EQUITY PARTNERS III SBIC, L.P.

 

 

By MONTREUX EQUITY MANAGEMENT III SBIC, LLC,

 

 

its general partner

 

 

 

 

 

By:

/s/ Daniel K. Turner III

 

 

 

Name:

Daniel K. Turner III

 

 

 

Title:

Managing Member

 

 

 

 

 

 

 

 

Dated: February 12, 2010

 

MONTREUX EQUITY MANAGEMENT III SBIC, LLC

 

 

 

 

 

 

 

 

 

 

By:

/s/ Daniel K. Turner III

 

 

 

Name:

Daniel K. Turner III

 

 

 

Title:

Managing Member

 

 

 

 

 

 

 

 

Dated: February 12, 2010

 

HOWARD D. PALEFSKY

 

 

 

 

 

 

/s/ Howard D. Palefsky

 

 

 

 

 

 

 

 

Dated: February 12, 2010

 

DANIEL K. TURNER III

 

 

 

 

 

 

 

/s/ Daniel K. Turner III

 

10


 

Exhibit(s):

 

A - Joint Filing Statement

 

11


 

EXHIBIT A

 

JOINT FILING STATEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Somaxon Pharmaceuticals Inc. is filed on behalf of each of us.

 

Dated: February 12, 2010

 

MONTREUX EQUITY PARTNERS II SBIC, L.P.

 

 

By MONTREUX EQUITY MANAGEMENT II SBIC, LLC,

 

 

its general partner

 

 

 

 

 

By:

/s/ Daniel K. Turner III

 

 

 

Name:

Daniel K. Turner III

 

 

 

Title:

Managing Member

 

 

 

 

 

 

Dated: February 12, 2010

 

MONTREUX EQUITY MANAGEMENT II SBIC, LLC

 

 

 

 

 

 

 

 

By:

/s/ Daniel K. Turner III

 

 

 

Name:

Daniel K. Turner III

 

 

 

Title:

Managing Member

 

 

 

 

 

 

Dated: February 12, 2010

 

MONTREUX EQUITY PARTNERS III SBIC, L.P.

 

 

By MONTREUX EQUITY MANAGEMENT III SBIC, LLC,

 

 

its general partner

 

 

 

 

 

By:

/s/ Daniel K. Turner III

 

 

 

Name:

Daniel K. Turner III

 

 

 

Title:

Managing Member

 

 

 

 

 

 

Dated: February 12, 2010

 

MONTREUX EQUITY MANAGEMENT III SBIC, LLC

 

 

 

 

 

 

 

 

By:

/s/ Daniel K. Turner III

 

 

 

Name:

Daniel K. Turner III

 

 

 

Title:

Managing Member

 

 

 

 

 

 

Dated: February 12, 2010

 

HOWARD D. PALEFSKY

 

 

 

 

 

/s/ Howard D. Palefsky

 

 

 

 

 

 

Dated: February 12, 2010

 

DANIEL K. TURNER III

 

 

 

 

 

/s/ Daniel K. Turner III

 

12

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