X0202 3 2005-12-14 0 0001339455 Somaxon Pharmaceuticals, Inc. SOMX 0001346981 Cohen Kenneth M 12750 HIGH BLUFF DRIVE SUITE 310 SAN DIEGO CA 92130 1 1 0 0 President and CEO Common Stock 120833 I By Family Trust Stock Option (Right to Buy) 1.20 2014-06-27 Common Stock 45833 D Stock Option (Right to Buy) 2.40 2015-03-01 Common Stock 10000 D Stock Option (Right to Buy) 3.00 2015-07-18 Common Stock 204166 D 28,646 of the shares of common stock are subject to repurchase by the Issuer. The Issuer's repurchase right will lapse with respect to 1/30 of such shares on a monthly basis, such that no shares will be subject to repurchase by the Issuer in June 2008. Securities held by the Cohen-Salsitz Family Trust dated 3/9/05. The option vested with respect to 25% of the shares subject to the option in June 2005 and vests monthly thereafter over the following three years. The option will vest with respect to 25% of the shares subject to the option in March 2006 and monthly thereafter over the following three years. The option will vest with respect to 25% of the shares subject to the option in July 2006 and monthly thereafter over the following three years. /s/ Kenneth M. Cohen 2005-12-14