Schedule 13G/Amendment No. 3

0000950123-11-013778.txt : 20110214 0000950123-11-013778.hdr.sgml : 20110214 20110214184703 ACCESSION NUMBER: 0000950123-11-013778 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 GROUP MEMBERS: BOXER ASSET MANAGEMENT INC. GROUP MEMBERS: BOXER CAPITAL, LLC GROUP MEMBERS: JOSEPH LEWIS GROUP MEMBERS: MVA INVESTORS, LLC 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: 11609566 BUSINESS ADDRESS: STREET 1: 3570 CARMEL MOUNTAIN ROAD STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: (858) 876-6500 MAIL ADDRESS: STREET 1: 3570 CARMEL MOUNTAIN ROAD STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Boxer Capital, LLC CENTRAL INDEX KEY: 0001465837 IRS NUMBER: 203828456 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 991-C LOMAS SANTA FE DRIVE STREET 2: SUITE 411 CITY: SOLANA BEACH STATE: CA ZIP: 92075 BUSINESS PHONE: (858) 400-3105 MAIL ADDRESS: STREET 1: 991-C LOMAS SANTA FE DRIVE STREET 2: SUITE 411 CITY: SOLANA BEACH STATE: CA ZIP: 92075 SC 13G/A 1 c12496sc13gza.htm SCHEDULE 13G/AMENDMENT NO. 3 Schedule 13G/Amendment No. 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Somaxon Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

834453102

(CUSIP Number)

December 31, 2010

(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)

þ Rule 13d-1(c)

o 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).


CUSIP No.		834453102


1	NAMES OF REPORTING PERSONS Boxer Capital, 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			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	-0-

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)

	0.0%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

Page 2 of 7


CUSIP No.		834453102


1	NAMES OF REPORTING PERSONS Boxer Asset Management Inc.


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

	Bahamas

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	-0-

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)

	0.0%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

Page 3 of 7


CUSIP No.		834453102


1	NAMES OF REPORTING PERSONS Joseph Lewis


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 Kingdom

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	-0-

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)

	0.0%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 4 of 7


CUSIP No.		834453102


1	NAMES OF REPORTING PERSONS MVA Investors, 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			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-*

WITH:		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	-0-*

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)

	0.0%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

Page 5 of 7

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the statement on Schedule 13G initially filed on July 17, 2009 (the “Original Filing”), as amended on November 25, 2009 (“Amendment No. 1”) and on January 29, 2010 (Amendment No. 2). The Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in Amendment No. 1, Amendment No. 2 or this Amendment No. 3. Capitalized terms used and not defined in this Amendment No. 3 have the meanings set forth in the Original Filing, Amendment No. 1 or Amendment No. 3. This Amendment No. 3 is being filed to reflect the fact that the Reporting Persons’ beneficial ownership beneficial ownership of the Issuer’s outstanding Common Shares as of December 31, 2010.


Item 4.		Ownership.

(a)

Amount beneficially owned:

None.

(b)

Percent of class:

None.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or direct the vote:

None.

(ii)

Shared power to vote or to direct the vote:

None.

(iii)

Sole power to dispose or direct the disposition of:

None.

(iv)

Shared power to dispose or to direct the disposition of:

None.


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 5 percent of the class of securities, check the following [X]


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

None.


Item 10.		Certification.

(c) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits


	1			Joint Filing Agreement, dated the date hereof, between the Reporting Persons.

Page 6 of 7

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.


Date: February 14, 2011	BOXER CAPITAL, LLC
	By:	/s/ Aaron Davis
		Name:	Aaron Davis
		Title:	Authorized Signatory

	BOXER ASSET MANAGEMENT INC.
	By:	/s/ Jefferson R. Voss
		Name:	Jefferson R. Voss
		Title:	Director

	JOSEPH LEWIS
	By:	/s/ Joseph Lewis
		Joseph Lewis, Individually

	MVA INVESTORS, LLC
	By:	/s/ Neil Reisman
		Name:	Neil Reisman
		Title:	Authorized Signatory

Page 7 of 7

EX-99.1 2 c12496exv99w1.htm EXHIBIT 1 Exhibit 1

Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13G, dated February 14, 2011, with respect to the shares of Somaxon Pharmaceuticals, Inc.’s Common Stock, par value $0.0001 per share, is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13G and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 14th day of January, 2011.


BOXER CAPITAL, LLC
By:	/s/ Aaron Davis
	Name:	Aaron Davis
	Title:	Authorized Signatory

BOXER ASSET MANAGEMENT INC.
By:	/s/ Jefferson R. Voss
	Name:	Jefferson R. Voss
	Title:	Director

JOSEPH LEWIS
By:	/s/ Joseph Lewis
	Joseph Lewis, Individually

MVA INVESTORS, LLC
By:	/s/ Neil Reisman
	Name:	Neil Reisman
	Title:	Authorized Signatory