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
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1. Name and Address of Reporting Person*
HALE DAVID F
(Last) (First) (Middle)
C/O SOMAXON PHARMACEUTICALS
3830 VALLEY CENTRE DRIVE, SUITE 705-461
(Street)
SAN DIEGO CA 92130
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/09/2009
4. If Amendment, Date of 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
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
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
Stock Option (right to buy) $2.4 06/09/2009 D 15,000(1) (2) 03/01/2015 Common Stock 15,000 (1) 0 D
Stock Option (right to buy) $1.23 06/09/2009 A 10,000(1) (3) 03/01/2015 Common Stock 10,000 (1) 10,000 D
Stock Option (right to buy) $3 06/09/2009 D 5,000(4) (2) 07/18/2015 Common Stock 5,000 (4) 0 D
Stock Option (right to buy) $1.23 06/09/2009 A 3,333(4) (3) 07/18/2015 Common Stock 3,333 (4) 3,333 D
Stock Option (right to buy) $3 06/09/2009 D 8,333(5) (6) 07/18/2015 Common Stock 8,333 (5) 0 D
Stock Option (right to buy) $1.23 06/09/2009 A 5,555(5) (3) 07/18/2015 Common Stock 5,555 (5) 5,555 D
Stock Option (right to buy) $11 06/09/2009 D 35,000(7) (8) 12/14/2015 Common Stock 35,000 (7) 0 D
Stock Option (right to buy) $1.23 06/09/2009 A 23,333(7) (3) 12/14/2015 Common Stock 23,333 (7) 23,333 D
Stock Option (right to buy) $15.32 06/09/2009 D 30,000(9) (6) 05/30/2016 Common Stock 30,000 (9) 0 D
Stock Option (right to buy) $1.23 06/09/2009 A 20,000(9) (3) 05/30/2016 Common Stock 20,000 (9) 20,000 D
Stock Option (right to buy) $15 06/09/2009 D 40,000(10) (6) 05/30/2017 Common Stock 40,000 (10) 0 D
Stock Option (right to buy) $1.23 06/09/2009 A 26,666(10) (3) 05/30/2017 Common Stock 26,666 (10) 26,666 D
Stock Option (right to buy) $11.4 06/09/2009 D 50,000(11) (8) 10/07/2017 Common Stock 50,000 (11) 0 D
Stock Option (right to buy) $1.23 06/09/2009 A 33,333(11) (3) 10/07/2017 Common Stock 33,333 (11) 33,333 D
Stock Option (right to buy) $5.9 06/09/2009 D 50,000(12) (8) 12/05/2017 Common Stock 50,000 (12) 0 D
Stock Option (right to buy) $1.23 06/09/2009 A 33,333(12) (3) 12/05/2017 Common Stock 33,333 (12) 33,333 D
Stock Option (right to buy) $5.9 06/09/2009 D 40,000(13) (14) 12/05/2017 Common Stock 40,000 (13) 0 D
Stock Option (right to buy) $1.23 06/09/2009 A 26,666(13) (3) 12/05/2017 Common Stock 26,666 (13) 26,666 D
Stock Option (right to buy) $1.23 06/09/2009 A 40,000 (15) 06/08/2019 Common Stock 40,000 (16) 40,000 D
Explanation of Responses:
1. The 10,000 shares underlying the employee stock option (right to buy) granted on June 9, 2009 (the "Replacement Grant") were granted in exchange for the tender by the Reporting Person of an option to purchase 15,000 shares granted to the Reporting Person on March 2, 2005 (the "Original Grant"). The Reporting Person tendered the Original Grant pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on May 11, 2009, as amended, relating to an offer by the Company to certain employees, directors and consultants to exchange certain outstanding options to purchase shares of common stock. Upon grant of the Replacement Grant to the Reporting Person, the Original Grant was canceled in its entirety.
2. The Original Grant vested as follows: 1/24 of the shares subject to the option vest and become exercisable, subject to the Reporting Person's continued service, on the first day of each calendar month following August 2003.
3. The Replacement Grant vests as follows: 1/3 of the shares of common stock subject to the Replacement Grant are vested on the date of grant and the remaining shares subject to the Replacement Grant will vest and become exercisable, subject to the Reporting Person's continued service, in 24 equal monthly installments over the following two year period.
4. The 3,333 shares underlying the employee stock option (right to buy) granted on June 9, 2009 (the "Replacement Grant") were granted in exchange for the tender by the Reporting Person of an option to purchase 5,000 shares granted to the Reporting Person on July 19, 2005 (the "Original Grant"). The Reporting Person tendered the Original Grant pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on May 11, 2009, as amended, relating to an offer by the Company to certain employees, directors and consultants to exchange certain outstanding options to purchase shares of common stock. Upon grant of the Replacement Grant to the Reporting Person, the Original Grant was canceled in its entirety.
5. The 5,555 shares underlying the employee stock option (right to buy) granted on June 9, 2009 (the "Replacement Grant") were granted in exchange for the tender by the Reporting Person of an option to purchase 8,333 shares granted to the Reporting Person on July 19, 2005 (the "Original Grant"). The Reporting Person tendered the Original Grant pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on May 11, 2009, as amended, relating to an offer by the Company to certain employees, directors and consultants to exchange certain outstanding options to purchase shares of common stock. Upon grant of the Replacement Grant to the Reporting Person, the Original Grant was canceled in its entirety.
6. The Original Grant vested as follows: 1/12 of the shares of common stock subject to the option vest and become exercisable, subject to the Reporting Person's continued service, on the first day of each calendar month following the date of grant.
7. The 23,333 shares underlying the employee stock option (right to buy) granted on June 9, 2009 (the "Replacement Grant") were granted in exchange for the tender by the Reporting Person of an option to purchase 35,000 shares granted to the Reporting Person on December 15, 2005 (the "Original Grant"). The Reporting Person tendered the Original Grant pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on May 11, 2009, as amended, relating to an offer by the Company to certain employees, directors and consultants to exchange certain outstanding options to purchase shares of common stock. Upon grant of the Replacement Grant to the Reporting Person, the Original Grant was canceled in its entirety.
8. The Original Grant vested as follows: 1/36 of the shares subject to the option vest and become exercisable, subject to the Reporting Person's continued service, on the first day of each calendar month following the date of grant.
9. The 20,000 shares underlying the employee stock option (right to buy) granted on June 9, 2009 (the "Replacement Grant") were granted in exchange for the tender by the Reporting Person of an option to purchase 30,000 shares granted to the Reporting Person on May 31, 2006 (the "Original Grant"). The Reporting Person tendered the Original Grant pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on May 11, 2009, as amended, relating to an offer by the Company to certain employees, directors and consultants to exchange certain outstanding options to purchase shares of common stock. Upon grant of the Replacement Grant to the Reporting Person, the Original Grant was canceled in its entirety.
10. The 26,666 shares underlying the employee stock option (right to buy) granted on June 9, 2009 (the "Replacement Grant") were granted in exchange for the tender by the Reporting Person of an option to purchase 40,000 shares granted to the Reporting Person on May 31, 2007 (the "Original Grant"). The Reporting Person tendered the Original Grant pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on May 11, 2009, as amended, relating to an offer by the Company to certain employees, directors and consultants to exchange certain outstanding options to purchase shares of common stock. Upon grant of the Replacement Grant to the Reporting Person, the Original Grant was canceled in its entirety.
11. The 33,333 shares underlying the employee stock option (right to buy) granted on June 9, 2009 (the "Replacement Grant") were granted in exchange for the tender by the Reporting Person of an option to purchase 50,000 shares granted to the Reporting Person on October 8, 2007 (the "Original Grant"). The Reporting Person tendered the Original Grant pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on May 11, 2009, as amended, relating to an offer by the Company to certain employees, directors and consultants to exchange certain outstanding options to purchase shares of common stock. Upon grant of the Replacement Grant to the Reporting Person, the Original Grant was canceled in its entirety.
12. The 33,333 shares underlying the employee stock option (right to buy) granted on June 9, 2009 (the "Replacement Grant") were granted in exchange for the tender by the Reporting Person of an option to purchase 50,000 shares granted to the Reporting Person on December 6, 2007 (the "Original Grant"). The Reporting Person tendered the Original Grant pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on May 11, 2009, as amended, relating to an offer by the Company to certain employees, directors and consultants to exchange certain outstanding options to purchase shares of common stock. Upon grant of the Replacement Grant to the Reporting Person, the Original Grant was canceled in its entirety.
13. The 26,666 shares underlying the employee stock option (right to buy) granted on June 9, 2009 (the "Replacement Grant") were granted in exchange for the tender by the Reporting Person of an option to purchase 40,000 shares granted to the Reporting Person on December 6, 2007 (the "Original Grant"). The Reporting Person tendered the Original Grant pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on May 11, 2009, as amended, relating to an offer by the Company to certain employees, directors and consultants to exchange certain outstanding options to purchase shares of common stock. Upon grant of the Replacement Grant to the Reporting Person, the Original Grant was canceled in its entirety.
14. The Original Grant vested as follows: 100% of the shares subject to the option became fully vested and exercisable on the date of grant.
15. 1/12 of the shares of common stock subject to the option vest and become exercisable, subject to the Reporting Person's continued service, on the first day of each full month following the date of grant.
16. Not applicable to this transaction.
Remarks:
/s/ Matthew Onaitis, Attorney-in-fact 06/10/2009
** 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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