X0202 4 2005-12-20 0 0001339455 Somaxon Pharmaceuticals, Inc. SOMX 0001024007 GARNER CAM L 12750 HIGH BLUFF DRIVE SUITE 310 SAN DIEGO CA 92130 1 0 0 0 Common Stock 2005-12-20 4 C 0 60195 A 121027 I Securities held by the Garner Family Trust UTD 10/21/87 as restated 8/9/01. Series A Convertible Preferred Stock 2005-12-20 4 C 0 150000 D Common Stock 25000 0 I Securities held by the Garner Family Trust UTD 10/21/87 as restated 8/9/01. Series B Convertible Preferred Stock 2005-12-20 4 C 0 100000 D Common Stock 16666 0 I Securities held by the Garner Family Trust UTD 10/21/87 as restated 8/9/01. Series C Convertible Preferred Stock 2005-12-20 4 C 0 111178 D Common Stock 18529 0 I Securities held by the Garner Family Trust UTD 10/21/87 as restated 8/9/01. All outstanding shares of the Issuer's preferred stock automatically converted into common stock (at a rate of six shares of preferred stock to one share of common stock) upon the closing of the Issuer's initial public offering, for no additional consideration. 3,889 of the shares of common stock are subject to repurchase by the Issuer. The Issuer's repurchase right will lapse with respect to 1/8 of the shares on a monthly basis, such that no shares will be subject to repurchase by the Issuer in July 2006. /c/ Cam L. Garner 2005-12-20