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Filing Details

Accession Number:: 0001209191-14-027717
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-04-15 20:46:45
Reporting Period:: 2014-04-15

Filing Date:: 2014-04-15
Accepted Time:: 2014-04-15 20:46:45
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
1439586	Polaris Venture Partners Special Founders' Fund V, L.p.	1000 Winter Street Suite 3350 Waltham MA 02451	No	No	Yes	No
1439587	Polaris Venture Partners Entrepreneurs' Fund V, L.p.	1000 Winter Street Suite 3350 Waltham MA 02451	No	No	Yes	No
1439588	Polaris Venture Partners Founders' Fund V, L.p.	1000 Winter Street Suite 3350 Waltham MA 02451	No	No	Yes	No
1439589	Polaris Venture Management Co. V, L.l.c.	1000 Winter Street Suite 3350 Waltham MA 02451	No	No	Yes	No
1439590	Polaris Venture Partners V, L.p.	1000 Winter Street Suite 3350 Waltham MA 02451	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	468,263	$0.00	468,263	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2014-04-15	157,052	$0.00	625,315	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2014-04-15	380,044	$0.00	1,005,359	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2014-04-15	385,435	$0.00	1,390,794	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2014-04-15	401,061	$0.00	1,791,855	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2014-04-15	1,470,582	$7.00	3,262,437	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	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 B-1 Convertible Preferred Stock	Disposition	2014-04-15	6,793,234	$0.00	468,263	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2014-04-15	2,278,494	$0.00	157,052	$0.00
Common Stock	Series D Convertible Preferred Stock	Disposition	2014-04-15	5,513,524	$0.00	380,044	$0.00
Common Stock	7% Convertible Promissory Notes	Disposition	2014-04-15	2,698,039	$0.00	385,435	$7.00
Common Stock	7% Convertible Promissory Notes	Disposition	2014-04-15	0	$0.00	401,061	$5.43
Series C Convertible Preferred Stock	Warrant to purchase Series C	Disposition	2014-04-15	0	$0.00	364,050	$0.74
Common Stock	Warrant to purchase Common Stock	Acquisiton	2014-04-15	25,092	$0.00	25,092	$10.74

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
25,092	2017-11-12	No	4	J	Indirect

Footnotes

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.
6,555,025 shares of Series B-1 Convertible Preferred Stock, 2,198,600 shares of Series C Convertible Preferred Stock and 5,320,189 shares of Series D Preferred Stock were directly held by Polaris Venture Partners V, LP ("Polaris V"), 127,756 shares of Series B-1 Convertible Preferred Stock, 42,849 shares of Series C Convertible Preferred Stock and 103,691 shares of Series DPreferred Stock were directly held by Polaris Venture Partners Entrepreneurs' Fund V, LP ("Polaris EFund V"), 44,902 shares of Series B-1 Convertible Preferred Stock, 15,060 shares of Series C Convertible Preferred Stock and 36,444 shares of Series D Preferred Stock were directly owned by Polaris Venture Partners Founders' Fund V, LP ("Polaris FFund V") and 65,551 shares of Series B-1 Convertible Preferred Stock, 21,985 shares of Series C Convertible Preferred Stock and 53,200 shares of Series D Preferred Stock were directly held by Polaris Venture Partners Specila Founders' Fund V, LP ("Polaris SFFund V").
After the conversions listed in footnotes 2,8, and 10 and the purchase of Common Stock at the closing of the Company's initial public offering described in footnote 11, Polaris V holds 3,148,044 shares of Common Stock, Polaris EFund V holds 61,353 shares of Common Stock, Polaris FFund V holds 21,562 shares of Common Stock and Polaris SFFund V holds 31,415 shares of Common Stock.
Each of Polaris V, Polaris EFund V, Polaris FFund V and Polaris SFFund V has the sole voting and investment power with respect to the shares directly held by it. The general partner of each of Polaris V, Polaris EFund V, Polaris FFund V and Polaris SFFund V is Polaris Venture Management Co. V, LLC ("Polaris Management V"). Polaris Management V may be deemed to have sole voting and investment power with respect to the shares held by Polaris V, Polaris EFund V, Polaris FFund V and Polaris SFFund V of which they are general partner, and Polaris Management V disclaims beneficial ownership of all the shares held by Polaris V, Polaris EFund V, Polaris FFund V and Polaris SFFund V except to the extent of its proportionate pecuniary interests therein.
North Star directly or indirectly provides investment advisory services to various venture capital funds, including Polaris V, Polaris EFund V, Polaris FFund V and Polaris SFFund V. The Management Members are also members of Polaris Management V, and as such, they may be deemed to share voting and investment power over the shares held by Polaris V, Polaris EFund V, Polaris FFund V and Polaris SFFund V. The Management Members disclaim beneficial ownership of such shares, 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 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 theSeries C Convertible Preferred Stock nor the Series D Convertible Preferred Stock had an 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.
$2,603,431.64 of outstanding principal and accrued interest under the Notes held by Polaris V; $50,740.35 of outstanding principal and accrued interest under the Notes held by Polaris EFund V, $17,833.06 of outstanding principal and accrued interest under the Notes held by Polaris FFund V and $26,034.24 of outstanding principal and accrued interest under the Notes held by Polaris SFFund V converted into shares of Common Stock automatically upon consummation of the Company's initial public offering.
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 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.
$2,099,456.31 of outstanding principal and accrued interest under the Notes held by Polaris V; $40,918.49 of outstanding principal and accrued interest under the Notes held by Polaris EFund V, $14,381.60 of outstanding principal and accrued interest under the Notes held by Polaris FFund V and $20,994.84 of outstanding principal and accrued interest under the Notes held by Polaris SFFund V converted into shares of Common Stock automatically upon consummation of the Company's initial public offering.
Consists of 1,419,015 , 27,657, 9,720, and 14,190 shares of Common Stock purchased in the Company's initial public offering by Polaris V, Polaris EFund V, Polaris FFund V and Polaris SFFund V, 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, 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.
Consists of Warrants exercisable for 351,286, 6,846, 2,406 and 3,512 shares of Series C Convertible Preferred Stock, which were directly held by Polaris V, Polaris EFund V, Polaris FFund V and Polaris SFFund V, respectively.
Consists of 24,214, 471, 165 and 242 shares of Common Stock issuable upon exercise of the Warrants to purchase Common Stock held by Polaris V, Polaris EFund V, Polaris FFund V and Polaris SFFund V, respectively.