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* Onaitis Matthew (Last) (First) (Middle) SOMAXON PHARMACEUTICALS, INC. 3830 VALLEY CENTRE DRIVE, SUITE 705-461 (Street) SAN DIEGO CA 92130 (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) Director 10% Owner X Officer (give title below) Other (specify below) VP, General Counsel
	3. Date of Earliest Transaction (Month/Day/Year) 03/18/2010
	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	03/18/2010		F(1)		5,580	D	$3.94	32,632	D
Common Stock	03/18/2010		S(2)		2,627	D	$7	30,005	D
Common Stock	03/18/2010		M		4,166	A	$1.23	34,171	D
Common Stock	03/18/2010		M		17,945	A	$1.23	52,116	D
Common Stock	03/18/2010		M		4,166	A	$1.23	56,282	D
Common Stock	03/18/2010		M		2,066	A	$1.23	58,348	D
Common Stock	03/18/2010		M		1,111	A	$1.23	59,459	D
Common Stock	03/18/2010		S(3)		15,000	D	$6.5921(4)	44,459	D
Common Stock	03/18/2010		S(3)		14,454	D	$9	30,005	D

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
Employee Stock Option (right to buy)	$1.23	03/18/2010		M			4,166	(5)	02/18/2018	Common Stock	4,166	(6)	20,834	D
Employee Stock Option (right to buy)	$1.23	03/18/2010		M			17,945	(5)	02/16/2019	Common Stock	17,945	(6)	27,787	D
Employee Stock Option (right to buy)	$1.23	03/18/2010		M			4,166	(5)	05/14/2016	Common Stock	4,166	(6)	20,834	D
Employee Stock Option (right to buy)	$1.23	03/18/2010		M			2,066	(5)	01/16/2017	Common Stock	2,066	(6)	10,334	D
Employee Stock Option (right to buy)	$1.23	03/18/2010		M			1,111	(5)	03/01/2017	Common Stock	1,111	(6)	5,556	D

Explanation of Responses:

1. Pursuant to the terms of a Restricted Stock Award Agreement dated as of October 8, 2007 between the reporting person and the issuer, the reporting person is transferring the shares to the issuer to meet the reporting person's obligation to pay to the issuer the tax that the issuer is required to withhold in connection with the vesting of 15,000 shares of restricted stock.

2. This sale of shares of common stock underlying vested restricted stock units was effected by the reporting person pursuant to a Rule 10b5-1 trading plan adopted by the reporting person, with the proceeds remitted to the Company to cover the taxes withheld upon the vesting of 12,500 restricted stock units on March 18, 2010.

3. This sale was effected by the reporting person pursuant to a pre-planned selling program under Rule 10b5-1 adopted by the reporting person in 2009.

4. Reflects the weighted average sale price of the shares sold. The shares were sold in multiple trades at prices ranging from $6.0050 to $7.00 per share. The reporting person will provide to the SEC staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.

5. 1/3 of the shares of Common Stock subject to this grant vested on the date of grant (June 9, 2009) and the remaining shares will vest and become exercisable in 24 equal monthly installments over the following two year period.

6. Not applicable.

Remarks:

	/s/ Matthew Onaitis	03/22/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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