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Filing Details

Accession Number:: 0001209191-14-028069
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-04-17 15:18:32
Reporting Period:: 2014-04-15

Filing Date:: 2014-04-17
Accepted Time:: 2014-04-17 15:18:32
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	Director	Officer	Large Shareholder	Other
1391289	Venrock Associates V Lp	C/O Venrock, 3340 Hillview Avenue Palo Alto CA 94304	No	No	Yes	No
1395760	P L V Partners Venrock	C/O Venrock, 3340 Hillview Avenue Palo Alto CA 94304	No	No	Yes	No
1444112	Vef Management V, Llc	C/O Venrock, 3340 Hillview Avenue Palo Alto CA 94304	No	No	Yes	No
1444114	Venrock Entrepreneurs Fund V, L.p.	C/O Venrock, 3340 Hillview Avenue Palo Alto CA 94304	No	No	Yes	No
1444116	Venrock Management V, Llc	C/O Venrock, 3340 Hillview Avenue Palo Alto CA 94304	No	No	Yes	No
1444117	Venrock Partners Management V, Llc	C/O Venrock, 3340 Hillview Avenue Palo Alto CA 94304	No	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	355,307	$0.00	355,307	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2014-04-15	128,827	$0.00	484,134	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2014-04-15	292,675	$0.00	776,809	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2014-04-15	409,728	$0.00	1,186,537	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2014-04-15	379,160	$0.00	1,565,697	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2014-04-15	247,501	$0.00	1,813,198	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2014-04-15	257,529	$0.00	2,070,727	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2014-04-15	944,290	$7.00	3,015,017	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	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 A Convertible Preferred Stock	Disposition	2014-04-15	5,154,653	$0.00	355,307	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2014-04-15	1,868,955	$0.00	128,827	$0.00
Common Stock	Series B-1 Convertible Preferred Stock	Disposition	2014-04-15	4,245,941	$0.00	292,675	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2014-04-15	5,944,145	$0.00	409,728	$0.00
Common Stock	Series D Convertible Preferred Stock	Disposition	2014-04-15	5,500,704	$0.00	379,160	$0.00
Series C Convertible Preferred Stock	Warrant to purchase Series C Convertible Preferred Stock	Disposition	2014-04-15	275,977	$0.00	275,977	$0.74
Common Stock	Warrant to purchase Common Stock	Acquisiton	2014-04-15	19,022	$0.00	19,022	$10.74
Common Stock	7% Convertible Promissory Notes	Disposition	2014-04-15	0	$0.00	247,501	$7.00
Common Stock	7% Convertible Promissory Notes	Disposition	2014-04-15	0	$0.00	257,529	$5.43

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0	2017-11-12	No	4	J	Indirect
19,022	2017-11-12	No	4	J	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect

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.
4,651,044 shares of Series A Convertible Preferred Stock, 1,686,359 shares of Series B Convertible Preferred Stock, 3,831,115 shares of Series B-1 Convertible Preferred Stock, 5,363,403 shares of Series C Convertible Preferred Stock and 4,963,287 shares of Series D Preferred Stock were directly owned by Venrock Associates V, LP ("VA5"); 394,331 shares of Series A Convertible Preferred Stock, 142,975 shares of Series B Convertible Preferred Stock, 324,813 shares of Series B-1 Convertible Preferred Stock, 454,727 shares of Series C Convertible Preferred Stock and 420,803 shares of Series D Convertible Preferred Stock were directly owned by Venrock Partners V, LP ("VP5").
109,278 shares of Series A Convertible Preferred Stock, 39,621 shares of Series B Convertible Preferred Stock, 90,013 shares of Series B-1 Convertible Preferred Stock, 126,015 shares of Series C Convertible Preferred Stock and 116,614 shares of Series D Convertible Preferred Stock were directly owned by Venrock Entrepreneurs V, LP ("VE5" and collectively with VA5 and VP5, the "Venrock Funds").
After the conversions listed in footnotes 2,3, 11 and 13 and the purchase of Common Stock at the closing of the Company's initial public offering described in footnote 14, VA5 owns 2,720,455 shares of Common Stock, VP5 owns 230,647 shares of Common Stock and VE5 owns 63,915 shares of Common Stock.
Venrock Management V, LLC ("VM5"), Venrock Partners Management V, LLC ("VPM5") and VEF Management V, LLC ("VEFM5") are the sole general partners of VA5, VP5 and VEF5, respectively, and may be deemed to own the shares held by the Venrock Funds. VM5, VPM5 and VEFM5 disclaim beneficial ownership of all the shares held by the Venrock Funds except to the extent of their proportionate pecuniary interest therein.
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.
$1,563,241.47 of outstanding principal and accrued interest under the Notes held by VA5; $132,536.82 of outstanding principal and accrued interest under the Notes held by VP5 and $36,729.16 of outstanding principal and accrued interest under the Notes held by VE5 converted into shares of Common Stock automatically upon consummation of the Company's initial public offering.
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 14, 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.
$1,260,597.25 of outstanding principal and accrued interest under the Notes held by VA5; $106,877.63 of outstanding principal and accrued interest under the Notes held by VP5 and $29,618.38 of outstanding principal and accrued interest under the Notes held by VE5 converted into shares of Common Stock automatically upon consummation of the Company's initial public offering.
Consists of 852,033, 72,238, and 20,019 shares of Common Stock purchased in the Company's initial public offering by VA5, VP5 and VE5, respectively.
Reflects a 1-for-14.5074 reverse stock split effected on March 31, 2014.
In connection with the completion of the Company's initial public offering, each 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. Exercise price of each Warrant to purchase Series C Convertible Preferred Stock was $0.74 per share of Series C ConvertiblePreferred Stock and the exercise price of each Warrant to purchase Common Stock is $10.74 per share 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.
Consists of a Warrant exercisable for 249,015 shares of Series C Convertible Preferred Stock, a Warrant exercisable for 21,112 shares of Series C Convertible Preferred Stock and a Warrant exercisable for 5,850 shares of Series C Convertible Preferred Stock directly held by VA5, VP5 and VE5, respectively.
Consists of a Warrant exercisable for 17,164 shares of Common Stock, a Warrant exercisable for 1,455 shares of Common Stock and a Warrant exercisable for 403 shares of Common Stock directly held by VA5, VP5 and VE5, respectively.