SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

GUIFFRE CHRISTOPHERD T

(Last)

(First)

(Middle)

C/O CERULEAN PHARMA INC.

840 MEMORIAL DRIVE

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/10/2014

3. Issuer Name and Ticker or Trading Symbol
Cerulean Pharma Inc. [ CERU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP, Chief Business Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	01/24/2022	Common Stock	51,698⁽²⁾	$3.77⁽²⁾	D
Stock Option (right to buy)	⁽³⁾	01/24/2022	Common Stock	53,766⁽²⁾	$3.77⁽²⁾	D
Stock Option (right to buy)	⁽⁴⁾	12/18/2022	Common Stock	9,236⁽²⁾	$3.92⁽²⁾	D
Stock Option (right to buy)	⁽⁵⁾	12/18/2022	Common Stock	9,236⁽²⁾	$3.92⁽²⁾	D
Stock Option (right to buy)	⁽⁶⁾	01/09/2024	Common Stock	17,922⁽²⁾	$10.59⁽²⁾	D

Explanation of Responses:

1. This option was granted on January 25, 2012. This option vested as to 25% of the underlying shares on January 17, 2013, and as to an additional 2.08333% of the shares monthly thereafter through January 17, 2016.

2. Reflects a 1-for-14.5074 reverse stock split effected on March 31, 2014.

3. This option was granted on January 25, 2012 and vests as follows: (i) 27,572 of the underlying shares shall vest in 24 approximately equal monthly installments, commencing upon the closing of a transformative business development transaction, as determined by the Company's board of directors and (ii) the remaining 24,126 shares shall vest upon the occurrence of a change in control event meeting certain objective criteria.

4. This option was granted on December 19, 2012 and vests as follows: (i) 4,988 of the underlying shares shall vest in 24 approximately equal monthly installments, commencing upon the closing of a transformative business development transaction, as determined by the Company's board of directors and (ii) the remaining 4,248 shares shall vest upon the occurrence of a change in control event meeting certain objective criteria, provided that if the closing of such change of control event occurs on or prior to January 1, 2015 then, upon such closing, all of the shares underlying this option shall vest in full.

5. This option was granted on December 19, 2012. This option vested as to 25% of the underlying shares on December 31, 2013, and as to an additional 2.08333% of the shares monthly thereafter through December 31, 2016.

6. This option was granted on January 10, 2014. The shares subject to the option vest as to 2.08333% of the shares monthly through and including December 31, 2017.

Remarks:

	/s/ Karen L Roberts, as attorney-in-fact for Christopher D.T. Guiffre	04/10/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.