X0303 4 2009-06-09 0 0001339455 Somaxon Pharmaceuticals, Inc. SOMX 0001024004 HALE DAVID F C/O SOMAXON PHARMACEUTICALS 3830 VALLEY CENTRE DRIVE, SUITE 705-461 SAN DIEGO CA 92130 1 0 0 0 Stock Option (right to buy) 2.40 2009-06-09 4 D 0 15000 D 2015-03-01 Common Stock 15000 0 D Stock Option (right to buy) 1.23 2009-06-09 4 A 0 10000 A 2015-03-01 Common Stock 10000 10000 D Stock Option (right to buy) 3.00 2009-06-09 4 D 0 5000 D 2015-07-18 Common Stock 5000 0 D Stock Option (right to buy) 1.23 2009-06-09 4 A 0 3333 A 2015-07-18 Common Stock 3333 3333 D Stock Option (right to buy) 3.00 2009-06-09 4 D 0 8333 D 2015-07-18 Common Stock 8333 0 D Stock Option (right to buy) 1.23 2009-06-09 4 A 0 5555 A 2015-07-18 Common Stock 5555 5555 D Stock Option (right to buy) 11.00 2009-06-09 4 D 0 35000 D 2015-12-14 Common Stock 35000 0 D Stock Option (right to buy) 1.23 2009-06-09 4 A 0 23333 A 2015-12-14 Common Stock 23333 23333 D Stock Option (right to buy) 15.32 2009-06-09 4 D 0 30000 D 2016-05-30 Common Stock 30000 0 D Stock Option (right to buy) 1.23 2009-06-09 4 A 0 20000 A 2016-05-30 Common Stock 20000 20000 D Stock Option (right to buy) 15.00 2009-06-09 4 D 0 40000 D 2017-05-30 Common Stock 40000 0 D Stock Option (right to buy) 1.23 2009-06-09 4 A 0 26666 A 2017-05-30 Common Stock 26666 26666 D Stock Option (right to buy) 11.40 2009-06-09 4 D 0 50000 D 2017-10-07 Common Stock 50000 0 D Stock Option (right to buy) 1.23 2009-06-09 4 A 0 33333 A 2017-10-07 Common Stock 33333 33333 D Stock Option (right to buy) 5.90 2009-06-09 4 D 0 50000 D 2017-12-05 Common Stock 50000 0 D Stock Option (right to buy) 1.23 2009-06-09 4 A 0 33333 A 2017-12-05 Common Stock 33333 33333 D Stock Option (right to buy) 5.90 2009-06-09 4 D 0 40000 D 2017-12-05 Common Stock 40000 0 D Stock Option (right to buy) 1.23 2009-06-09 4 A 0 26666 A 2017-12-05 Common Stock 26666 26666 D Stock Option (right to buy) 1.23 2009-06-09 4 A 0 40000 A 2019-06-08 Common Stock 40000 40000 D The 10,000 shares underlying the employee stock option (right to buy) granted on June 9, 2009 (the "Replacement Grant") were granted in exchange for the tender by the Reporting Person of an option to purchase 15,000 shares granted to the Reporting Person on March 2, 2005 (the "Original Grant"). The Reporting Person tendered the Original Grant pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on May 11, 2009, as amended, relating to an offer by the Company to certain employees, directors and consultants to exchange certain outstanding options to purchase shares of common stock. Upon grant of the Replacement Grant to the Reporting Person, the Original Grant was canceled in its entirety. The Original Grant vested as follows: 1/24 of the shares subject to the option vest and become exercisable, subject to the Reporting Person's continued service, on the first day of each calendar month following August 2003. The Replacement Grant vests as follows: 1/3 of the shares of common stock subject to the Replacement Grant are vested on the date of grant and the remaining shares subject to the Replacement Grant will vest and become exercisable, subject to the Reporting Person's continued service, in 24 equal monthly installments over the following two year period. The 3,333 shares underlying the employee stock option (right to buy) granted on June 9, 2009 (the "Replacement Grant") were granted in exchange for the tender by the Reporting Person of an option to purchase 5,000 shares granted to the Reporting Person on July 19, 2005 (the "Original Grant"). The Reporting Person tendered the Original Grant pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on May 11, 2009, as amended, relating to an offer by the Company to certain employees, directors and consultants to exchange certain outstanding options to purchase shares of common stock. Upon grant of the Replacement Grant to the Reporting Person, the Original Grant was canceled in its entirety. The 5,555 shares underlying the employee stock option (right to buy) granted on June 9, 2009 (the "Replacement Grant") were granted in exchange for the tender by the Reporting Person of an option to purchase 8,333 shares granted to the Reporting Person on July 19, 2005 (the "Original Grant"). The Reporting Person tendered the Original Grant pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on May 11, 2009, as amended, relating to an offer by the Company to certain employees, directors and consultants to exchange certain outstanding options to purchase shares of common stock. Upon grant of the Replacement Grant to the Reporting Person, the Original Grant was canceled in its entirety. The Original Grant vested as follows: 1/12 of the shares of common stock subject to the option vest and become exercisable, subject to the Reporting Person's continued service, on the first day of each calendar month following the date of grant. The 23,333 shares underlying the employee stock option (right to buy) granted on June 9, 2009 (the "Replacement Grant") were granted in exchange for the tender by the Reporting Person of an option to purchase 35,000 shares granted to the Reporting Person on December 15, 2005 (the "Original Grant"). The Reporting Person tendered the Original Grant pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on May 11, 2009, as amended, relating to an offer by the Company to certain employees, directors and consultants to exchange certain outstanding options to purchase shares of common stock. Upon grant of the Replacement Grant to the Reporting Person, the Original Grant was canceled in its entirety. The Original Grant vested as follows: 1/36 of the shares subject to the option vest and become exercisable, subject to the Reporting Person's continued service, on the first day of each calendar month following the date of grant. The 20,000 shares underlying the employee stock option (right to buy) granted on June 9, 2009 (the "Replacement Grant") were granted in exchange for the tender by the Reporting Person of an option to purchase 30,000 shares granted to the Reporting Person on May 31, 2006 (the "Original Grant"). The Reporting Person tendered the Original Grant pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on May 11, 2009, as amended, relating to an offer by the Company to certain employees, directors and consultants to exchange certain outstanding options to purchase shares of common stock. Upon grant of the Replacement Grant to the Reporting Person, the Original Grant was canceled in its entirety. The 26,666 shares underlying the employee stock option (right to buy) granted on June 9, 2009 (the "Replacement Grant") were granted in exchange for the tender by the Reporting Person of an option to purchase 40,000 shares granted to the Reporting Person on May 31, 2007 (the "Original Grant"). The Reporting Person tendered the Original Grant pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on May 11, 2009, as amended, relating to an offer by the Company to certain employees, directors and consultants to exchange certain outstanding options to purchase shares of common stock. Upon grant of the Replacement Grant to the Reporting Person, the Original Grant was canceled in its entirety. The 33,333 shares underlying the employee stock option (right to buy) granted on June 9, 2009 (the "Replacement Grant") were granted in exchange for the tender by the Reporting Person of an option to purchase 50,000 shares granted to the Reporting Person on October 8, 2007 (the "Original Grant"). The Reporting Person tendered the Original Grant pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on May 11, 2009, as amended, relating to an offer by the Company to certain employees, directors and consultants to exchange certain outstanding options to purchase shares of common stock. Upon grant of the Replacement Grant to the Reporting Person, the Original Grant was canceled in its entirety. The 33,333 shares underlying the employee stock option (right to buy) granted on June 9, 2009 (the "Replacement Grant") were granted in exchange for the tender by the Reporting Person of an option to purchase 50,000 shares granted to the Reporting Person on December 6, 2007 (the "Original Grant"). The Reporting Person tendered the Original Grant pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on May 11, 2009, as amended, relating to an offer by the Company to certain employees, directors and consultants to exchange certain outstanding options to purchase shares of common stock. Upon grant of the Replacement Grant to the Reporting Person, the Original Grant was canceled in its entirety. The 26,666 shares underlying the employee stock option (right to buy) granted on June 9, 2009 (the "Replacement Grant") were granted in exchange for the tender by the Reporting Person of an option to purchase 40,000 shares granted to the Reporting Person on December 6, 2007 (the "Original Grant"). The Reporting Person tendered the Original Grant pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on May 11, 2009, as amended, relating to an offer by the Company to certain employees, directors and consultants to exchange certain outstanding options to purchase shares of common stock. Upon grant of the Replacement Grant to the Reporting Person, the Original Grant was canceled in its entirety. The Original Grant vested as follows: 100% of the shares subject to the option became fully vested and exercisable on the date of grant. 1/12 of the shares of common stock subject to the option vest and become exercisable, subject to the Reporting Person's continued service, on the first day of each full month following the date of grant. Not applicable to this transaction. /s/ Matthew Onaitis, Attorney-in-fact 2009-06-10