Home > Insider Trading > Filing (0001209191-14-027698)

Filing Details

Accession Number:: 0001209191-14-027698
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-04-15 20:34:10
Reporting Period:: 2014-04-15

Filing Date:: 2014-04-15
Accepted Time:: 2014-04-15 20:34:10
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	Director	Officer	Large Shareholder	Other
1343943	Lux Ventures Ii Sidecar Lp	295 Madison Avenue, 24Th Floor New York NY 10017	No	No	No	Yes
1592755	Lux Ventures Ii, L.p.	295 Madison Avenue, 24Th Floor New York NY 10017	No	No	No	Yes
1592842	Lux Venture Associates Ii, Llc	295 Madison Avenue, 24Th Floor New York NY 10017	No	No	No	Yes
1592843	Lux Capital Management, Llc	295 Madison Avenue, 24Th Floor New York NY 10017	No	No	No	Yes
1603613	Lux Ventures Ii Partners Fund I Llc	295 Madison Avenue, 24Th Floor New York NY 10017	No	No	No	Yes

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2014-04-15	142,122	$0.00	142,122	No	4	C	Direct
Common Stock	Acquisiton	2014-04-15	79,780	$0.00	221,902	No	4	C	Direct
Common Stock	Acquisiton	2014-04-15	131,713	$0.00	353,615	No	4	C	Direct
Common Stock	Acquisiton	2014-04-15	184,422	$0.00	538,037	No	4	C	Direct
Common Stock	Acquisiton	2014-04-15	171,525	$0.00	709,562	No	4	C	Direct
Common Stock	Acquisiton	2014-04-15	37,378	$0.00	746,940	No	4	C	Direct
Common Stock	Acquisiton	2014-04-15	98,835	$0.00	845,775	No	4	C	Direct
Common Stock	Acquisiton	2014-04-15	106,224	$7.00	951,999	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
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	Direct

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Convertible Preferred Stock	Disposition	2014-04-15	1,538,461	$0.00	142,122	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2014-04-15	706,026	$0.00	79,780	$0.00
Common Stock	Series B-1 Convertible Preferred Stock	Disposition	2014-04-15	707,000	$0.00	131,713	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2014-04-15	2,675,534	$0.00	184,422	$0.00
Common Stock	Series D Convertible Preferred Stock	Disposition	2014-04-15	2,488,436	$0.00	171,525	$0.00
Series C Convertible Preferred Stock	Warrant to purchase Series C Convertible Preferred Stock	Disposition	2014-04-15	124,220	$0.00	124,220	$0.74
Common Stock	Warrant to purchase Common Stock	Acquisiton	2014-04-15	8,561	$0.00	8,561	$10.74
Common Stock	7% Convertible Promissory Notes	Disposition	2014-04-15	0	$0.00	37,378	$7.00
Common Stock	7% Convertible Promissory Notes	Disposition	2014-04-15	0	$0.00	98,835	$5.43

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	2017-11-12	No	4	J	Direct
8,561	2017-11-12	No	4	J	Direct
0		No	4	C	Direct
0		No	4	C	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.
1,476,541 shares of Series A Convertible Preferred Stock, 677,610 shares of Series B Convertible Preferred Stock, 678,545 shares of Series B-1 Convertible Preferred Stock, 2,204,701 shares of Series C Convertible Preferred Stock and 2,270,840 shares of Series D Preferred Stock were directly owned by Lux Ventures II, L.P. ("Lux II"); 61,920 shares of Series A Convertible Preferred Stock, 28,416 shares of Series B Convertible Preferred Stock, 28,455 shares of Series B-1 Convertible Preferred Stock, 92,455 shares of Series C Convertible Preferred Stock and 95,229 shares of Series D Convertible Preferred Stock were directly owned by Lux Ventures II Sidecar II, L.P. ("Lux II Sidecar"); 378,378 shares of Series C Convertible Preferred Stock and 122,367 shares of Series D Convertible Preferred Stock were directly owned by Lux Ventures II Partners Fund I LLC ("Lux II Partners" and, together with Lux II and Lux II Sidecar, the "Lux Funds").
After the conversions listed in footnotes 2,10 and 12 and the purchase of Common Stock at the closing of the Company's initial public offering described in footnote 13, Lux II owns 861,041 shares of Common Stock, Lux II Partners owns 54,853 shares of Common Stock and Lux II Sidecar owns 36,105 shares of Common Stock.
Lux Venture Partners II, L.P. ("Lux Venture Partners") is (i) the general partner of Lux II and Lux II Sidecar, and (ii) manager of Lux Partners II. Lux Venture Associates II, LLC ("Lux Associates") is the general partner of Lux Venture Partners and Lux Capital Management, LLC ("Lux Management") is the sole member of Lux Associates. Robert Paull, Joshua Wolfe and Peter Hebert are the individual managers of Lux Management (the "Individual Managers"). Lux Venture Partners, Lux Associates and Lux Management disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein. Lux Management, as sole member, may be deemed to share voting and investment powers for the shares held by Lux II and Lux II Sidecar. As one of three individual managers, each of the Individual Managers disclaims beneficial ownership except to the extent of his 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.
$238,771.20 of outstanding principal and accrued interest under the Notes held by Lux II; $12,866.48 of outstanding principal and accrued interest under the Notes held by Lux II Partners and $10,013.01 of outstanding principal and accrued interest under the Notes held by Lux II Sidecar 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.
$485,398.05 of outstanding principal and accrued interest under the Notes held by Lux II; $30,427.14 of outstanding principal and accrued interest under the Notes held by Lux II Partners and $20,355.37 of outstanding principal and accrued interest under the Notes held by Lux II Sidecar converted into shares of Common Stock automatically upon consummation of the Company's initial public offering.
Consists of 89,577, 12,891, and 3,756 shares of Common Stock purchased in the Company's initial public offering by Lux II, Lux II Partners and Lux II Sidecar, 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 119,221 shares of Series C Convertible Preferred Stock and a Warrant exercisable for 4,999 shares of Series C Convertible Preferred Stock directly held by Lux II and Lux II Sidecar, respectively.
Consists of a Warrant exercisable for 8,217 shares of Common Stock and a Warrant exercisable for 344 shares of Common Stock directly held by Lux II and Lux II Sidecar, respectively.