EX-4.4



 Exhibit 4.4 
  






 
 NUMBER 
CAPNIA 
SHARES 
CP

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 
SEE REVERSE FOR CERTAIN
DEFINITIONS AND LEGENDS 
This certifies that 
is the record holder of

FULLY PAID AND NONASSESSABLE SERIES A CONVERTIBLE PREFERRED STOCK, $0.001 PAR VALUE, OF 
CAPNIA, INC. 
transferable on the books of the corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. 
WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 
Dated: 
PRESIDENT 
CAPNIA, INC. CORPORATE SEAL AUGUST 25, 1999 DELAWARE 
SECRETARY 
COUNTERSIGNED AND REGISTERED: 
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

(BROOKLYN, NY) TRANSFER AGENT 
AND REGISTRAR 
BY: 
AUTHORIZED SIGNATURE 







 



 
 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. 
The Corporation shall furnish without charge to each
stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Such requests shall be made to the Corporation’s Secretary at the principal office of the Corporation. 
KEEP
THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED THE CORPORATION WILL REQUIRE A BOND INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. 
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws
or regulations: 
TEN COM – as tenants in common 
UNIF GIFT MIN ACT –
Custodian 
TEN ENT – as tenants by the entireties 
(Cust) (Minor)

JT TEN – as joint tenants with right of survivorship and not as tenants in common 
(State) under Uniform Gifts to Minors Act 
COM PROP – as community property 
UNIF TRF MIN ACT – Custodian (until age) 
(Cust) under Uniform Transfers 
(Minor) to Minors Act 
(State) 
Additional abbreviations may also be used though not in the above list. 
FOR VALUE RECEIVED,
hereby sell(s), assign(s) and transfer(s) unto 
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) 
shares of the
capital stock represented by within Certificate, and do hereby irrevocably constitute and appoint 
attorney-in-fact to transfer the said stock on the books of the
within named Corporation with full power of the substitution in the premises. 
Dated 
X 
X

Signature(s) Guaranteed: 
NOTICE: 
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATSOEVER. 
By 
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION, (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE. SIGNATURE
GUARANTEES MUST NOT BE DATED.