0001209191-13-001563.txt : 20130103 0001209191-13-001563.hdr.sgml : 20130103 20130103185017 ACCESSION NUMBER: 0001209191-13-001563 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121231 FILED AS OF DATE: 20130103 DATE AS OF CHANGE: 20130103 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 10935 VISTA SORRENTO PARKWAY STREET 2: SUITE 250 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: (858) 876-6500 MAIL ADDRESS: STREET 1: 10935 VISTA SORRENTO PARKWAY STREET 2: SUITE 250 CITY: SAN DIEGO STATE: CA ZIP: 92130 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAST ERLE T CENTRAL INDEX KEY: 0001051411 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51665 FILM NUMBER: 13509049 MAIL ADDRESS: STREET 1: C/O SPIROS DEVELOPMENT CORP II INC STREET 2: 7475 LUSK BLVD CITY: SAN DIEGO STATE: CA ZIP: 92121 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2012-12-31 0 0001339455 Somaxon Pharmaceuticals, Inc. SOMX 0001051411 MAST ERLE T C/O SOMAXON PHARMACEUTICALS, INC. 440 STEVENS AVENUE, SUITE 200 SOLANA BEACH CA 92075 1 0 0 0 Common Stock 2012-12-31 4 A 0 7820 0.00 A 34781 D Pursuant to the Director Compensation Policy, these RSUs were granted in lieu of cash board fees and retainers. Subject to the terms of the Restricted Stock Unit Agreement, 100% of the RSU Award shall vest upon the earlier of (a) the time that is immediately prior to the consummation of the merger contemplated by the Agreement and Plan of Merger by and among the Company, Pernix Therapeutics Holdings, Inc. and Pernix Acquisition Corp. I dated as of December 10, 2012 (the "Merger Agreement"), or (b) the first date included within an open trading window under the Company's Insider Trading Policy following any termination of the Merger Agreement, subject in either case to Participant's continued status as an Employee, Independent Director or Consultant (each as defined in the Plan) of the Company or any Subsidiary on such vesting date. /s/ Matthew W. Onaitis, Attorney-in-fact 2013-01-03