XFRA:S6UN Insider Activity 4 Filing - 9/30/2012

Effective Date 9/30/2012

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Dorsey Brian

2. Issuer Name and Ticker or Trading Symbol
Somaxon Pharmaceuticals, Inc. [SOMX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP, Technical Operations

(Last)

(First)

(Middle)

C/O SOMAXON PHARMACEUTICALS, INC., 440 STEVENS AVENUE, SUITE 200

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2012

(Street)

SOLANA BEACH, CA 92075

4. If Amendment, Date Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	09/30/2012		A		15,716⁽¹⁾	A	$ 0	166,160	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Dorsey Brian C/O SOMAXON PHARMACEUTICALS, INC. 440 STEVENS AVENUE, SUITE 200 SOLANA BEACH, CA 92075			SVP, Technical Operations

Signatures

/s/ Matthew W. Onaitis, Attorney-in-fact		10/02/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These RSUs were granted in lieu of a portion of the Participant's salary from the quarter ended September 30, 2012. 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 (each as defined in the Plan) 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.

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