FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cerecor Inc. [ CERC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/16/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/16/2020 | J(5) | 3,455,129 | D | $0(5) | 26,209,386 | D(1) | |||
Common Stock | 03/16/2020 | J(5) | 0 | D | $0(5) | 26,209,386 | I | See Footnote(2) | ||
Common Stock | 03/16/2020 | J(5) | 0 | D | $0(5) | 26,621,828 | I | See Footnote(3) | ||
Common Stock | 675,000 | I | See Footnote(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The reported shares of the issuer's common stock (the "Shares") are directly owned by Armistice Capital Master Fund Ltd. (the "Master Fund"), a Cayman Islands corporation. |
2. The reported Shares may be deemed to be indirectly beneficially owned by Armistice Capital, LLC ("Armistice Capital"), a Delaware limited liability company, as the investment manager of the Master Fund. |
3. Steven Boyd ("Mr. Boyd") may be deemed to indirectly beneficially own 26,209,386 Shares in his capacity as the Managing Member of Armistice Capital, the investment manager of the Master Fund. Mr. Boyd may also be deemed to directly own 412,442 Shares as a result of an in-kind distribution of Shares made by the Master Fund as described in footnote 5 below. |
4. The reported securities are directly owned by a separately managed account client (the "SMA") of Armistice Capital, and may be deemed to be indirectly beneficially owned by Armistice Capital as the investment manager of such SMA. The reported securities may also be deemed to be indirectly beneficially owned by Mr. Boyd as Managing Member of Armistice Capital. |
5. The reported transaction was an in-kind distribution of Shares by the Master Fund to certain of its direct and indirect investors. For the avoidance of doubt, no Shares were sold by any of the reporting persons. |
Remarks: |
Armistice Capital, the Master Fund and Mr. Boyd disclaim beneficial ownership of the reported Shares except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that any of them are the beneficial owners of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
Armistice Capital, LLC, By: /s/ Steven Boyd, Managing Member | 03/16/2020 | |
Armistice Capital Master Fund Ltd., By: /s/ Steven Boyd, Director | 03/16/2020 | |
/s/ Steven Boyd | 03/16/2020 | |
** 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 4 (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. |