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* Lux Capital Management, LLC (Last) (First) (Middle) 295 MADISON AVENUE, 24TH FLOOR (Street) NEW YORK NY 10017 (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 X 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) Form filed by One Reporting Person X 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(1)	(1)	Common Stock	142,122(1)(2)(3)	(1)(3)	D(4)
Series B Convertible Preferred Stock	(5)	(5)	Common Stock	79,780(3)(5)(6)	(3)(5)	D(4)
Series B-1 Convertible Preferred Stock	(7)	(7)	Common Stock	131,713(3)(7)(8)	(3)(7)	D(4)
Series C Convertible Preferred Stock	(9)	(9)	Common Stock	184,422(3)(9)(10)	(3)(9)	D(11)
Series D Convertible Preferred Stock	(12)	(12)	Common Stock	171,525(3)(12)(13)	(3)(12)	D(11)
Warrant to purchase Series C Preferred Stock	(14)	11/12/2017	Series C Convertible Preferred Stock	124,220(14)(15)	$0.74(14)	D(4)
7% Convertible Promissory Notes	(16)	(16)	Common Stock	37,378(17)(18)	(17)	D(11)
7% Convertible Promissory Notes	(19)	(19)	Common Stock	98,835(20)(21)	(20)	D(11)

1. Name and Address of Reporting Person* Lux Capital Management, LLC (Last) (First) (Middle) 295 MADISON AVENUE, 24TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lux Ventures II, L.P. (Last) (First) (Middle) 295 MADISON AVENUE, 24TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lux Venture Partners II, L.P. (Last) (First) (Middle) 295 MADISON AVENUE, 24TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lux Venture Associates II, LLC (Last) (First) (Middle) 295 MADISON AVENUE, 24TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lux Ventures II Sidecar LP (Last) (First) (Middle) 295 MADISON AVENUE, 24TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lux Ventures II Partners Fund I LLC (Last) (First) (Middle) 295 MADISON AVENUE, 24TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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. Consists of 136,402 and 5,720 shares of Common Stock issuable upon conversion of Series A Convertible Preferred Stock held by Lux Ventures II, LP ("Lux II") and Lux Ventures II Sidecar, LP ("Lux II Sidecar"), respectively.

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

4. Lux Venture Partners II, L.P. ("Lux Venture Partners") is the general partner of Lux II and Lux II Sidecar. 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 over the shares reported herein, and in all events disclaims beneficial ownership except to the extent of his pecuniary interest therein.

5. 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.

6. Consists of 76,569 and 3,211 shares of Common Stock issuable upon conversion of Series B Convertible Preferred Stock held by Lux II and Lux II Sidecar, respectively.

7. 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.

8. Consists of 126,412 and 5,301 shares of Common Stock issuable upon conversion of Series B-1 Convertible Preferred Stock held by Lux II and Lux II Sidecar, respectively.

9. 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.

10. Consists of 151,969, 26,081 and 6,372 shares of Common Stock issuable upon conversion of Series C Convertible Preferred Stock held by Lux II, Lux Ventures II Partners Fund I LLC ("Lux II Partners") and Lux II Sidecar, respectively.

11. Lux Venture Partners is (i) the general partner of Lux II and Lux II Sidecar, and (ii) the manager of Lux II Partners. Lux Associates is the general partner of Lux Venture Partners and Lux Management is the sole member of Lux Associates. 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 over the shares reported herein, and in all events disclaims beneficial ownership except to the extent of his pecuniary interest therein.

12. 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.

13. Consists of 156,528, 8,434 and 6,563 shares of Common Stock issuable upon conversion of Series D Convertible Preferred Stock held by Lux II, Lux II Partners and Lux II Sidecar, respectively.

14. 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 are exercisable at any time at the holder's election.

15. Consists of 119,221 and 4,999 shares of Series C Convertible Preferred Stock issuable upon exercise of the warrants to purchase Series C Convertible Preferred Stock held by Lux II and Lux II Sidecar, respectively.

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

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

18. Consists of 34,110, 1,838 and 1,430 shares of Common Stock issuable upon conversion of the 7% Convertible Promissory Notes held by Lux II, Lux II Partners and Lux II Sidecar, respectively.

19. The outstanding principal and accrued interest under the 7% Convertible Promissory Notes issued on February 14, 2014 are convertible at any time after February 26, 2015, at the holder's election. The Notes have no expiration date. The outstanding principal and accured interest under the Notes 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.

20. The number of shares of Common Stock is based upon a conversion of all principal and accrued interest on the Notes 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.

21. Consists of 89,474, 5,609 and 3,752 shares of Common Stock issuable upon conversion of the 7% Convertible Promissory Notes held by Lux II, Lux II Partners and Lux II Sidecar, respectively.

Remarks:

	/s/ Karen L. Roberts, as attorney-in-fact for Robert Paull, Managing Director, Lux Capital Management, LLC	04/10/2014
	Karen L. Roberts, as attorney-in-fact for Robert Paull, Managing Director, Lux Capital Management, LLC	04/10/2014
	Karen L. Roberts, as attorney-in-fact for Robert Paull, Managing Director, Lux Capital Management, LLC	04/10/2014
	Karen L. Roberts, as attorney-in-fact for Robert Paull, Managing Director, Lux Capital Management, LLC	04/10/2014
	Karen L. Roberts, as attorney-in-fact for Robert Paull, Managing Director, Lux Capital Management, LLC	04/10/2014
	Karen L. Roberts, as attorney-in-fact for Robert Paull, Managing Director, Lux Capital Management, LLC	04/10/2014
	** Signature of Reporting Person	Date
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