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Filing Details

Accession Number:: 0001209191-14-027703
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-04-15 20:36:10
Reporting Period:: 2014-04-15

Filing Date:: 2014-04-15
Accepted Time:: 2014-04-15 20:36:10
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
1602732	Edward Steven Hall	C/O Cerulean Pharma Inc. 840 Memorial Drive Cambridge MA 02139		Yes	No	Yes	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	931,485	$0.00	931,485	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2014-04-15	299,213	$0.00	1,230,698	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2014-04-15	192,209	$0.00	1,422,907	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2014-04-15	199,875	$0.00	1,622,782	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2014-04-15	733,445	$7.00	2,356,227	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	P	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series C Convertible Preferred Stock	Disposition	2014-04-15	13,513,513	$0.00	931,485	$0.00
Common Stock	Series D Convertible Preferred Stock	Disposition	2014-04-15	4,340,831	$0.00	299,213	$0.00
Common Stock	7% Convertible Promissory Notes	Disposition	2014-04-15	0	$0.00	192,209	$7.00
Common Stock	7% Convertible Promissory Notes	Disposition	2014-04-15	0	$0.00	199,875	$5.43

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

In connection with the completion of the Company's initial public offering, each share of Series C Convertible Preferred Stock and 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. Neither the Series C Convertible Preferred Stock nor the Series D Convertible Preferred Stock had an expiration date.
These shares are owned directly by Lilly Ventures Fund I LLC (the "Fund"). Eli Lilly and Company, as sole Managing Member of the Fund, and pursuant to provisions of the LLC Agreement of the Fund, has voting authority with respect to shares owned by the Fund. Steven E. Hall is a venture partner of the Fund and has shared voting and shared investment power over such shares, and may be deemed the indirect beneficial owner of such shares. Dr. Hall disclaims beneficial ownership over such shares, except to the extent of any pecuniary interest therein.
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 Notes issued on February 18, 2014 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.