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^*

Roberts Karen Lynn

(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 Finance & Administrat

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⁾	01/27/2021	Common Stock	10,559⁽²⁾	$3.34⁽²⁾	D
Stock Option (right to buy)	⁽³⁾	01/24/2022	Common Stock	13,786⁽²⁾	$3.77⁽²⁾	D
Stock Option (right to buy)	⁽⁴⁾	12/18/2022	Common Stock	14,693⁽²⁾	$3.92⁽²⁾	D
Stock Option (right to buy)	⁽⁵⁾	01/09/2024	Common Stock	13,786⁽²⁾	$10.59⁽²⁾	D
Stock Option (right to buy)	01/04/2014⁽⁶⁾	03/03/2020	Common Stock	9,650⁽²⁾⁽⁷⁾	$3.34⁽²⁾⁽⁷⁾	D

Explanation of Responses:

1. This option was granted on January 28, 2011. This option vested as to 25% of the underlying shares on December 31, 2011, and vests as to an additional 2.08333% of the shares monthly thereafter through and including December 31, 2014.

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

3. This option was granted on January 25, 2012. This option vested as to 25% of the underlying shares on December 31, 2012, and vests as to an additional 2.08333% of the shares monthly thereafter through and including December 31, 2015.

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

5. This option was granted on January 10, 2014. The shares under this option vest in 48 equal monthly installments from and after December 31, 2013 through December 31, 2017.

6. This option was granted on March 4, 2010. This option was fully vested as of January 4, 2014.

7. Reflects a reduction in exercise price on January 28, 2011 from $5.80 per share to $3.34 per share.

Remarks:

	/s/ Karen L. Roberts	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.
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