SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Teknoinvest VIII KS (Last) (First) (Middle) V/ RUNE DYBESLAND, SMALGANGEN 3 (Street) 0188 OSLO Q8 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/12/2014	3. Issuer Name and Ticker or Trading Symbol Capnia, Inc. [ CAPN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	108,410	D
Common Stock	90,155	I	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options to purchase Common Stock	03/02/2009	03/02/2019	Common Stock	1,822(2)	$3.48	D
Options to purchase Common Stock	03/02/2009	03/02/2019	Common Stock	500(3)	$3.48	D
Options to purchase Common Stock	03/02/2009	03/02/2019	Common Stock	250(4)	$3.48	D
Options to purchase Common Stock	03/02/2009	03/02/2019	Common Stock	1,166(5)	$3.48	I	See Footnote(1)
Options to purchase Common Stock	03/02/2009	03/02/2019	Common Stock	583(6)	$3.48	I	See Footnote(1)

1. Name and Address of Reporting Person* Teknoinvest VIII KS (Last) (First) (Middle) V/ RUNE DYBESLAND, SMALGANGEN 3 (Street) 0188 OSLO Q8 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Teknoinvest VIII B (GP) AS (Last) (First) (Middle) V/ RUNE DYBESLAND, SMALGANGEN 3 (Street) 0188 OSLO Q8 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Teknoinvest VIII GP KS (Last) (First) (Middle) V/ RUNE DYBESLAND, SMALGANGEN 3 (Street) 0188 OSLO Q8 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These shares are held directly by Teknoinvest VIII B (GP) AS. Teknoinvest VIII GP KS is the general partner of Teknoinvest VIII KS.

2. The option was granted on March 2, 2009 and the shares subject to the option under the 1999 Incentive Stock Plan will vest and be exercisable according to the following schedule: one-forty-eighth (1/48th) of the total number of shares shall vest upon completion of one month continuous service beginning January 1, 2005 and 1/48th of such shares shall vest each month of continuous service thereafter.

3. The option was granted on March 2, 2009 and the shares subject to the option under the 1999 Incentive Stock Plan will vest and be exercisable according to the following schedule: one-forty-eighth (1/48th) of the total number of shares shall vest upon completion of one month continuous service beginning July 15, 2007 and 1/48th of such shares shall vest each month of continuous service thereafter.

4. The option was granted on March 2, 2009 and the shares subject to the option under the 1999 Incentive Stock Plan will vest and be exercisable according to the following schedule: one-forty-eighth (1/48th) of the total number of shares shall vest upon completion of one month continuous service beginning October 15, 2008 and 1/48th of such shares shall vest each month of continuous service thereafter.

5. The option was granted on March 2, 2009 and the shares subject to the option under the 1999 Incentive Stock Plan will vest and be exercisable according to the following schedule: one-forty-eighth (1/48th) of the total number of shares shall vest upon completion of one month continuous service beginning July 15, 2007 and 1/48th of such shares shall vest each month of continuous service thereafter.

6. The option was granted on March 2, 2009 and the shares subject to the option under the 1999 Incentive Stock Plan will vest and be exercisable according to the following schedule: one-forty-eighth (1/48th) of the total number of shares shall vest upon completion of one month continuous service beginning October 15, 2008 and 1/48th of such shares shall vest each month of continuous service thereafter.

Remarks:

	Teknoinvest VIII KS, By Teknoinvest VIII GP KS, its general partner, By: /s/ Antoun Nabhan, As Attorney in Fact	11/12/2014
	Teknoinvest VIII B (GP) AS, By: /s/ Antoun Nabhan, As Attorney in Fact	11/12/2014
	Teknoinvest VIII GP KS, By: /s/ Antoun Nabhan, As Attorney in Fact	11/12/2014
	** Signature of Reporting Person	Date
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