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Filing Details

Accession Number:: 0001209191-14-028066
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-04-17 15:09:30
Reporting Period:: 2014-04-15

Filing Date:: 2014-04-17
Accepted Time:: 2014-04-17 15:09:30
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1401914	Cerulean Pharma Inc.	CERU	Pharmaceutical Preparations (2834)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1205903	H William Rastetter	C/O Cerulean Pharma Inc. 840 Memorial Drive Cambridge MA 02139		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2014-04-15	7,106	$0.00	7,106	No	4	C	Direct
Common Stock	Acquisiton	2014-04-15	2,576	$0.00	9,682	No	4	C	Direct
Common Stock	Acquisiton	2014-04-15	5,868	$0.00	15,550	No	4	C	Direct
Common Stock	Acquisiton	2014-04-15	8,199	$0.00	23,749	No	4	C	Direct
Common Stock	Acquisiton	2014-04-15	7,589	$0.00	31,338	No	4	C	Direct
Common Stock	Acquisiton	2014-04-15	4,954	$0.00	36,292	No	4	C	Direct
Common Stock	Acquisiton	2014-04-15	5,146	$0.00	41,438	No	4	C	Direct
Common Stock	Acquisiton	2014-04-15	18,869	$7.00	60,307	No	4	P	Indirect	By Trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct
No	4	P	Indirect	By Trust

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Convertible Preferred Stock	Disposition	2014-04-15	76,923	$0.00	7,106	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2014-04-15	22,801	$0.00	2,576	$0.00
Common Stock	Series B-1 Convertible Preferred Stock	Disposition	2014-04-15	31,500	$0.00	5,868	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2014-04-15	118,954	$0.00	8,199	$0.00
Common Stock	Series D Convertible Preferred Stock	Disposition	2014-04-15	110,107	$0.00	7,589	$0.00
Common Stock	7% Convertible Promissory Notes	Disposition	2014-04-15	0	$0.00	4,954	$7.00
Common Stock	7% Convertible Promissory Notes	Disposition	2014-04-15	0	$0.00	5,146	$5.43
Series C Convertible Preferred Stock	Warrant to purchase Series C	Disposition	2014-04-15	5,522	$0.00	5,522	$0.74
Common Stock	Warrant to purchase Series C	Acquisiton	2014-04-15	380	$0.00	380	$10.74

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		No	4	C	Direct
0		No	4	C	Direct
0		No	4	C	Direct
0		No	4	C	Direct
0		No	4	C	Direct
0		No	4	C	Direct
0		No	4	C	Direct
0	2017-11-12	No	4	J	Direct
380	2017-11-12	No	4	J	Direct

Footnotes

In connection with the completion of the Company's initial public offering, each share of Series A Convertible Preferred Stock converted automatically into Common Stock on a 0.0924-for-1 basis into the number of shares of Common Stock listed in Table I, column 5 and Table II, column 7 without payment of further consideration. The Series A Convertible Preferred Stock had no expiration date.
William H. Rastetter holds the securities jointly with his wife as community property.
In connection with the completion of the Company's initial public offering, each share of Series B Convertible Preferred Stock converted automatically into Common Stock on a 0.1130-for-1 basis into the number of shares of Common Stock listed in Table I, column 5 and Table II, column 7 without payment of further consideration. The Series B Convertible Preferred Stock had no expiration date.
In connection with the completion of the Company's initial public offering, each share of Series B-1 Convertible Preferred Stock converted automatically into Common Stock on a 0.1863-for-1 basis into the number of shares of Common Stock listed in Table I, column 5 and Table II, column 7 without payment of further consideration. The Series B-1 Convertible Preferred Stock had no expiration date.
In connection with the completion of the Company's initial public offering, each share of Series C Convertible Preferred Stock converted automatically into Common Stock on a 0.0689-for-1 basis into the number of shares of Common Stock listed in Table I, column 5 and Table II, column 7 without payment of further consideration. The Series C Convertible Preferred Stock had no expiration date.
In connection with the completion of the Company's initial public offering, each share of Series D Convertible Preferred Stock converted automatically into Common Stock on a 0.0689-for-1 basis into the number of shares of Common Stock listed in Table I, column 5 and Table II, column 7 without payment of further consideration. The Series D Convertible Preferred Stock had no expiration date.
Represents the number of shares of Common Stock issued upon conversion of all principal and accrued interest on the 7% Convertible Promissory Notes issued on August 13, 2013 through April 15, 2014, at a conversion price of $7.00 per share of Common Stock, which was the initial public offering price. The Notes had no expiration date and were exercisable any time after August 15, 2014 at the holder's election or automatically upon a qualified financing.
Represents the number of shares of Common Stock issuable upon conversion of all principal and accrued interest on the 7% Convertible Promissory issued on February 14, 2014 Notes through April 15, 2014, at a conversion price equal to $5.43 per share of Common Stock, which was equal to 77.5% of the Company's initial public offering price. The Notes had no expiration date and were exercisable any time after February 26, 2015 at the holder's election or automatically upon a qualified financing.
Represents the shares of Common Stock owned of record by The Rastetter Family Trust UAD September 2, 2010 (the "2010 Family Trust") and beneficially by Mr. Rastetter. Mr. Rastetter is a co-trustee of the 2010 Family Trust and has voting and dispositive control over any securities owned of record or beneficially by the 2010 Family Trust. Therefore, Mr. Rastetter may be deemed to beneficially own the shares of Common Stock held by the 2010 Family Trust.
In connection with the completion of the Company's initial public offering of Common Stock, this warrant to purchase shares of Series C Convertible Preferred Stock automatically converted on a 0.0689-for-1 basis into a warrant to purchase shares of Common Stock. Disposition of Warrants to Purchase Series C Convertible Preferred Stock and acquisition of Warrants to Purchase Common Stock are listed solely for the purpose of reporting such conversion of the shares underlying the security. The warrants are exercisable at any time at the holder's election.