X0305 4 2012-04-02 0 0001339455 Somaxon Pharmaceuticals, Inc. SOMX 0001024004 HALE DAVID F C/O SOMAXON PHARMACEUTICALS, INC. 10935 VISTA SORRENTO PARKWAY, SUITE 250 SAN DIEGO CA 92130 1 0 0 0 Common Stock 2012-04-02 4 A 0 152308 0.00 A 152308 D Common Stock 2011-08-30 4 G 0 2200 0.00 D 320787 I By the Hale Family Trust UTD 2/10/86 Subject to the terms of the Restricted Stock Unit Agreement, 100% of the RSU Award shall vest upon the first date included within an open trading window under the Company's Insider Trading Policy following December 31, 2012, subject to Participant's continued status as an Employee, Independent Director or Consultant of the Company or any Subsidiary on such vesting date. Notwithstanding anything to the contrary in the 2005 Equity Incentive Plan (the "Plan"), in the event of a Change in Control (as defined in the Plan) prior to the vesting date as set forth above, 100% of the unvested RSUs will vest upon the consummation of the Change in Control. Bonda fide gift to the American Heart Association. /s/ Matthew W. Onaitis, Attorney-in-fact 2012-04-03