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SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* MPM BIOVENTURES III-QP L.P. (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Somaxon Pharmaceuticals, Inc. [ SOMX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/06/2012
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/06/2012		S		671,217(1)	D	$0.291	2,900,460	I	See Footnote(2)
Common Stock	07/09/2012		S		1,624,574(3)	D	$0.307	1,275,886	I	See Footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* MPM BIOVENTURES III-QP L.P. (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MPM BIOVENTURES III LLC (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MPM Asset Management Investors 2005 BVIII LLC (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MPM BIOVENTURES III GMBH & CO. Beteiligungs KG (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MPM BIOVENTURES III PARALLEL FUND, L.P. (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MPM BIOVENTURES III L.P. (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MPM BIOVENTURES III GP L.P. (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares were sold as follows: 559,506 by MPM BioVentures III-QP, L.P. ("BV III QP"), 37,622 by MPM BioVentures III, L.P. ("BV III"), 9,907 by MPM Asset Management Investors 2005 BVIII LLC ("AM 2005"), 16,901 by MPM BioVentures III Parallel Fund, L.P. ("BV Parallel") and 47,281 by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV KG"). MPM BioVentures III GP, L.P. ("MPM III GP") and MPM BioVentures III LLC ("MPM III LLC") are the direct and indirect general partners of BV III QP, BV III, BV Parallel and BV KG. Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Dennis Henner, Nicholas Simon III, Michael Steinmetz and Kurt Wheeler are the Series A members of MPM III LLC and the managers of AM 2005.

2. The shares are held as follows: 2,417,716 by BV III QP, 162,570 by BV III, 42,835 by AM 2005, 73,032 by BV Parallel and 204,307 by BV KG. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.

3. The shares were sold as follows: 1,354,196 by BV III QP, 91,057 by BV III, 23,979 by AM 2005, 40,907 by BV Parallel and 114,435 by BV KG.

4. The shares are held as follows: 1,063,520 by BV III QP, 71,513 by BV III, 18,856 by AM 2005, 32,125 by BV Parallel and 89,872 by BV KG. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.

Remarks:

See Form 4 for Luke Evnin for additional members of this joint filing.

	/s/ Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P., the general partner of MPM BioVentures III-QP, L.P.	07/10/2012
	/s/ Luke Evnin, Series A Member of MPM BioVentures III LLC	07/10/2012
	/s/ Luke Evnin, manager of MPM Asset Management Investors 2005 BVIII LLC	07/10/2012
	/s/ Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P., in its capacity as the Managing Limited Partner of MPM BioVentures III GmbH & Co. Beteiligungs KG	07/10/2012
	/s/ Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P., the general partner of MPM BioVentures III Parallel Fund, L.P.	07/10/2012
	/s/ Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, LP, the general partner of MPM BioVentures III, L.P.	07/10/2012
	/s/ Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P.	07/10/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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