X0306 4 2015-10-20 1 0001534120 Cerecor Inc. CERC 0001270521 KOLLURI KRISHNA KITTU 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 Common Stock 2015-10-20 4 C 0 594245 A 594245 I See Note 2 Series B Convertible Preferred Stock 2015-10-20 4 C 0 16638880 0.00 D Common Stock 594245 0 I See Note 2 The shares of Series B Convertible Preferred Stock (the "Series B Shares") automatically converted into Common Stock on a 1-for-0.03571 basis and had no expiration date. The Reporting Person is a director of NEA 14 GP, LTD, which is the sole general partner of NEA Partners 14, L.P. ("NEA Partners 14"). NEA Partners 14 is the sole general partner of New Enterprise Associates 14, L.P. ("NEA 14"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 14 shares in which the Reporting Person has no pecuniary interest. /s/ Sasha Keough, attorney-in-fact 2015-10-20