0001209191-14-068788.txt : 20141114 0001209191-14-068788.hdr.sgml : 20141114 20141114143635 ACCESSION NUMBER: 0001209191-14-068788 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141112 FILED AS OF DATE: 20141114 DATE AS OF CHANGE: 20141114 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Capnia, Inc. CENTRAL INDEX KEY: 0001484565 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 770523891 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2445 FABER PLACE STREET 2: SUITE 250 CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 650-213-8444 MAIL ADDRESS: STREET 1: 2445 FABER PLACE STREET 2: SUITE 250 CITY: PALO ALTO STATE: CA ZIP: 94303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Phelps Gina CENTRAL INDEX KEY: 0001614974 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36593 FILM NUMBER: 141223053 MAIL ADDRESS: STREET 1: 3 TWIN DOLPHIN DRIVE STREET 2: SUITE 160 CITY: REDWOOD CITY STATE: CA ZIP: 94065 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-11-12 0 0001484565 Capnia, Inc. CAPN 0001614974 Phelps Gina 3 TWIN DOLPHIN DRIVE, SUITE 160 REDWOOD CITY CA 94065 0 1 0 0 Vice President of Sales Employee Stock Option 7.139 2014-11-12 4 A 0 32443 0.00 A 2024-08-04 Common Stock 32443 32443 D Beginning on August 4, 2014, twenty-five percent (25%) of the shares subject to the Option shall vest immediately and one forty-eighth (1/48th) of the remaining of shares subject to the Option shall vest monthly thereafter on the same day of the month as the date of grant, subject to Optionee's continuing to be a Service Provider on such dates; provided, however, that in the event that the Optionee's continuous status as a Service Provider is terminated by the Company without Cause (as defined below) within twelve months after a Change of Control (as defined below), 100% of the total number of shares that have not yet vested shall be immediately accelerate and vest immediately prior to such time. (Continued from Footnote 1)"Cause" shall mean the Optionee's repeated failure to perform his or her assigned duties or responsibilities as a Service Provider (other than a failure resulting from the Optionee's disability) after notice thereof from the Company describing the Optionee's failure to perform such duties or responsibilities; (ii) the Optionee engaging in any act of dishonesty, fraud or misrepresentation; (iii) the Optionee's violation of any federal or state law or regulation applicable to the business of the Company or its affiliates; (iv) the Optionee's breach of any confidentiality agreement or invention assignment agreement between the Optionee and the Company (or any affiliate of the Company); or (v) the Optionee being convicted of, or entering a plea of nolo contendere to, any crime or committing any act of moral turpitude. "Change of Control" shall have the meaning set forth in the Post-IPO Plan. /s/ David O'Toole, As Attorney-in-Fact 2014-11-14