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^*

RASTETTER WILLIAM H

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	7,106⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	D⁽³⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	2,576⁽²⁾⁽⁴⁾	⁽²⁾⁽⁴⁾	D⁽³⁾
Series B-1 Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	5,868⁽²⁾⁽⁵⁾	⁽²⁾⁽⁵⁾	D⁽³⁾
Series C Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	8,199⁽²⁾⁽⁶⁾	⁽²⁾⁽⁶⁾	D⁽³⁾
Series D Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	7,589⁽²⁾⁽⁷⁾	⁽²⁾⁽⁷⁾	D⁽³⁾
7% Convertible Promissory Notes	⁽⁸⁾	⁽⁸⁾	Common Stock	4,954⁽⁹⁾	⁽⁹⁾	D⁽³⁾
7% Convertible Promissory Notes	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	5,146⁽¹¹⁾	⁽¹¹⁾	D⁽³⁾
Stock Option (right to buy)	⁽¹²⁾	01/26/2024	Common Stock	13,786⁽²⁾	$10.59⁽²⁾	D
Warrant to purchase Series C Preferred Stock	⁽¹³⁾	11/12/2017	Series C Convertible Preferred Stock	5,522⁽¹³⁾	$0.74⁽¹³⁾	D⁽³⁾

Explanation of Responses:

1. Shares of Series A Convertible Preferred Stock are convertible into Common Stock on a 0.0924-for-1 basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Company's initial public offering. The shares have no expiration date.

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

3. William H. Rastetter holds the securities jointly with his wife as community property.

4. Shares of Series B Convertible Preferred Stock are convertible into Common Stock on a 0.1130-for-1 basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Company's initial public offering. The shares have no expiration date.

5. Shares of Series B-1 Convertible Preferred Stock are convertible into Common Stock on a 0.1863-for-1 basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Company's initial public offering. The shares have no expiration date.

6. Shares of Series C Convertible Preferred Stock are convertible into Common Stock on a 0.0689-for-1 basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Company's initial public offering. The shares have no expiration date.

7. Shares of Series D Convertible Preferred Stock are convertible into Common Stock on a 0.0689-for-1 basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Company's initial public offering. The shares have no expiration date.

8. The outstanding principal and accrued interest on the 7% Convertible Promissory Note issued on August 15, 2013 are convertible after August 15, 2014, at the holder's election. The Note has no expiration date. The outstanding principal and accrued interest under the Note will convert into shares of Common Stock automatically upon consummation of the Company's initial public offering.

9. The number of shares of Common Stock is based on a conversion of all principal and accrued interest on the through April 15, 2014 at a conversion price of $7.00 per share of Common Stock, which is the initial public offering price.

10. The outstanding principal and accured interest under the 7% Convertible Promissory Note issued on February 14, 2014 is convertible at any time after February 26, 2015, at the holder's election. The Note has no expiration date. The outstanding principal and accrued interest under the Note will convert into shares of Common Stock automatically upon consummation of the Company's initial public offering at 77.5% of the initial public offering price.

11. The number of shares of Common Stock is based on the conversion of all outstanding principal and accrued interest under the Note through April 15, 2014, at a conversion price equal to $5.43 per share of Common Stock, which is 77.5% of the initial public offering price of $7.00 per share.

12. This option was granted on January 27, 2014. The unvested shares underlying the option are scheduled to vest in three equal annual installments on the first, second and third year anniversaries of the date on which Mr. Rastetter was elected to serve as a director of the Company. The option will be fully vested on January 10, 2017.

13. In connection with the completion of the Company's initial public offering of Common Stock, the warrant to purchase Series C Convertible Preferred Stock shall automatically convert into a warrant to purchase Common Stock on a 0.0689-for-1 basis and is exercisable at any time at the holder's election.

Remarks:

	/s/ Karen L. Roberts, as attorney-in-fact for William H. Rastetter	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).
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