0001209191-14-027698.txt : 20140415
0001209191-14-027698.hdr.sgml : 20140415
20140415203410
ACCESSION NUMBER: 0001209191-14-027698
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140415
FILED AS OF DATE: 20140415
DATE AS OF CHANGE: 20140415
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Cerulean Pharma Inc.
CENTRAL INDEX KEY: 0001401914
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 840 MEMORIAL DRIVE
STREET 2: 5TH FLOOR
CITY: Cambridge
STATE: MA
ZIP: 02139
BUSINESS PHONE: 617-551-9600
MAIL ADDRESS:
STREET 1: 840 MEMORIAL DRIVE
STREET 2: 5TH FLOOR
CITY: Cambridge
STATE: MA
ZIP: 02139
FORMER COMPANY:
FORMER CONFORMED NAME: Tempo Pharmaceuticals Inc
DATE OF NAME CHANGE: 20070604
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lux Ventures II, L.P.
CENTRAL INDEX KEY: 0001592755
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36395
FILM NUMBER: 14766298
BUSINESS ADDRESS:
STREET 1: 295 MADISON AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 646-475-4385
MAIL ADDRESS:
STREET 1: 295 MADISON AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lux Ventures II Sidecar LP
CENTRAL INDEX KEY: 0001343943
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36395
FILM NUMBER: 14766299
BUSINESS ADDRESS:
STREET 1: 645 MADISON AVE
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-792-4188
MAIL ADDRESS:
STREET 1: 645 MADISON AVE
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lux Ventures II Partners Fund I LLC
CENTRAL INDEX KEY: 0001603613
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36395
FILM NUMBER: 14766300
BUSINESS ADDRESS:
STREET 1: 295 MADISON AVENUE
STREET 2: 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 646-475-4385
MAIL ADDRESS:
STREET 1: 295 MADISON AVENUE
STREET 2: 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lux Venture Associates II, LLC
CENTRAL INDEX KEY: 0001592842
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36395
FILM NUMBER: 14766301
BUSINESS ADDRESS:
STREET 1: 295 MADISON AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 646-475-4385
MAIL ADDRESS:
STREET 1: 295 MADISON AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lux Capital Management, LLC
CENTRAL INDEX KEY: 0001592843
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36395
FILM NUMBER: 14766302
BUSINESS ADDRESS:
STREET 1: 295 MADISON AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 646-475-4385
MAIL ADDRESS:
STREET 1: 295 MADISON AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2014-04-15
1
0001401914
Cerulean Pharma Inc.
CERU
0001592843
Lux Capital Management, LLC
295 MADISON AVENUE, 24TH FLOOR
NEW YORK
NY
10017
0
0
0
1
Former 10% Owner
0001592842
Lux Venture Associates II, LLC
295 MADISON AVENUE, 24TH FLOOR
NEW YORK
NY
10017
0
0
0
1
Former 10% Owner
0001603613
Lux Ventures II Partners Fund I LLC
295 MADISON AVENUE, 24TH FLOOR
NEW YORK
NY
10017
0
0
0
1
Former 10% Owner
0001343943
Lux Ventures II Sidecar LP
295 MADISON AVENUE, 24TH FLOOR
NEW YORK
NY
10017
0
0
0
1
Former 10% Owner
0001592755
Lux Ventures II, L.P.
295 MADISON AVENUE, 24TH FLOOR
NEW YORK
NY
10017
0
0
0
1
Former 10% Owner
Common Stock
2014-04-15
4
C
0
142122
A
142122
D
Common Stock
2014-04-15
4
C
0
79780
A
221902
D
Common Stock
2014-04-15
4
C
0
131713
A
353615
D
Common Stock
2014-04-15
4
C
0
184422
A
538037
D
Common Stock
2014-04-15
4
C
0
171525
A
709562
D
Common Stock
2014-04-15
4
C
0
37378
A
746940
D
Common Stock
2014-04-15
4
C
0
98835
A
845775
D
Common Stock
2014-04-15
4
P
0
106224
7.00
A
951999
D
Series A Convertible Preferred Stock
2014-04-15
4
C
0
1538461
0.00
D
Common Stock
142122
0
D
Series B Convertible Preferred Stock
2014-04-15
4
C
0
706026
0.00
D
Common Stock
79780
0
D
Series B-1 Convertible Preferred Stock
2014-04-15
4
C
0
707000
0.00
D
Common Stock
131713
0
D
Series C Convertible Preferred Stock
2014-04-15
4
C
0
2675534
0.00
D
Common Stock
184422
0
D
Series D Convertible Preferred Stock
2014-04-15
4
C
0
2488436
0.00
D
Common Stock
171525
0
D
Warrant to purchase Series C Convertible Preferred Stock
0.74
2014-04-15
4
J
0
124220
0.00
D
2017-11-12
Series C Convertible Preferred Stock
124220
0
D
Warrant to purchase Common Stock
10.74
2014-04-15
4
J
0
8561
0.00
A
2017-11-12
Common Stock
8561
8561
D
7% Convertible Promissory Notes
7.00
2014-04-15
4
C
0
261650.68
0.00
D
Common Stock
37378
0
D
7% Convertible Promissory Notes
5.43
2014-04-15
4
C
0
536180.56
0.00
D
Common Stock
98835
0
D
In connection with the completion of the Company's initial public offering, each share of Series A Convertible Preferred Stock converted automatically into Common Stock on a 0.0924-for-1 basis into the number of shares of Common Stock listed in Table I, column 5 and Table II, column 7 without payment of further consideration. The Series A Convertible Preferred Stock had no expiration date.
1,476,541 shares of Series A Convertible Preferred Stock, 677,610 shares of Series B Convertible Preferred Stock, 678,545 shares of Series B-1 Convertible Preferred Stock, 2,204,701 shares of Series C Convertible Preferred Stock and 2,270,840 shares of Series D Preferred Stock were directly owned by Lux Ventures II, L.P. ("Lux II"); 61,920 shares of Series A Convertible Preferred Stock, 28,416 shares of Series B Convertible Preferred Stock, 28,455 shares of Series B-1 Convertible Preferred Stock, 92,455 shares of Series C Convertible Preferred Stock and 95,229 shares of Series D Convertible Preferred Stock were directly owned by Lux Ventures II Sidecar II, L.P. ("Lux II Sidecar"); 378,378 shares of Series C Convertible Preferred Stock and 122,367 shares of Series D Convertible Preferred Stock were directly owned by Lux Ventures II Partners Fund I LLC ("Lux II Partners" and, together with Lux II and Lux II Sidecar, the "Lux Funds").
After the conversions listed in footnotes 2,10 and 12 and the purchase of Common Stock at the closing of the Company's initial public offering described in footnote 13, Lux II owns 861,041 shares of Common Stock, Lux II Partners owns 54,853 shares of Common Stock and Lux II Sidecar owns 36,105 shares of Common Stock.
Lux Venture Partners II, L.P. ("Lux Venture Partners") is (i) the general partner of Lux II and Lux II Sidecar, and (ii) manager of Lux Partners II. 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 except to the extent of his pecuniary interest therein.
In connection with the completion of the Company's initial public offering, each share of Series B Convertible Preferred Stock converted automatically into Common Stock on a 0.1130-for-1 basis into the number of shares of Common Stock listed in Table I, column 5 and Table II, column 7 without payment of further consideration. The Series B Convertible Preferred Stock had no expiration date.
In connection with the completion of the Company's initial public offering, each share of Series B-1 Convertible Preferred Stock converted automatically into Common Stock on a 0.1863-for-1 basis into the number of shares of Common Stock listed in Table I, column 5 and Table II, column 7 without payment of further consideration. The Series B-1 Convertible Preferred Stock had no expiration date.
In connection with the completion of the Company's initial public offering, each share of Series C Convertible Preferred Stock converted automatically into Common Stock on a 0.0689-for-1 basis into the number of shares of Common Stock listed in Table I, column 5 and Table II, column 7 without payment of further consideration. The Series C Convertible Preferred Stock had no expiration date.
In connection with the completion of the Company's initial public offering, each share of Series D Convertible Preferred Stock converted automatically into Common Stock on a 0.0689-for-1 basis into the number of shares of Common Stock listed in Table I, column 5 and Table II, column 7 without payment of further consideration. The Series D Convertible Preferred Stock had no expiration date.
Represents the number of shares of Common Stock issued upon conversion of all principal and accrued interest on the 7% Convertible Promissory Notes issued on August 13, 2013 through April 15, 2014, at a conversion price of $7.00 per share of Common Stock, which was the initial public offering price. The Notes had no expiration date and were exercisable any time after August 15, 2014 at the holder's election or automatically upon a qualified financing.
$238,771.20 of outstanding principal and accrued interest under the Notes held by Lux II; $12,866.48 of outstanding principal and accrued interest under the Notes held by Lux II Partners and $10,013.01 of outstanding principal and accrued interest under the Notes held by Lux II Sidecar converted into shares of Common Stock automatically upon consummation of the Company's initial public offering.
Represents the number of shares of Common Stock issuable upon conversion of all principal and accrued interest on the 7% Convertible Promissory Notes issued on February 14, 2014 through April 15, 2014, at a conversion price equal to $5.43 per share of Common Stock, which was equal to 77.5% of the Company's initial public offering price. The Notes had no expiration date and were exercisable any time after February 26, 2015 at the holder's election or automatically upon a qualified financing.
$485,398.05 of outstanding principal and accrued interest under the Notes held by Lux II; $30,427.14 of outstanding principal and accrued interest under the Notes held by Lux II Partners and $20,355.37 of outstanding principal and accrued interest under the Notes held by Lux II Sidecar converted into shares of Common Stock automatically upon consummation of the Company's initial public offering.
Consists of 89,577, 12,891, and 3,756 shares of Common Stock purchased in the Company's initial public offering by Lux II, Lux II Partners and Lux II Sidecar, respectively.
Reflects a 1-for-14.5074 reverse stock split effected on March 31, 2014.
In connection with the completion of the Company's initial public offering, each Warrant to purchase shares of Series C Convertible Preferred Stock automatically converted on a 0.0689-for-1 basis into a Warrant to purchase shares of Common Stock. Exercise price of each Warrant to purchase Series C Convertible Preferred Stock was $0.74 per share of Series C Convertible
Preferred Stock and the exercise price of each Warrant to purchase Common Stock is $10.74 per share of Common Stock. Disposition of Warrants to purchase Series C Convertible Preferred Stock and acquisition of Warrants to purchase Common Stock are listed solely for the purpose of reporting such conversion of the shares underlying the security. The Warrants are exercisable at any time at the holder's election.
Consists of a Warrant exercisable for 119,221 shares of Series C Convertible Preferred Stock and a Warrant exercisable for 4,999 shares of Series C Convertible Preferred Stock directly held by Lux II and Lux II Sidecar, respectively.
Consists of a Warrant exercisable for 8,217 shares of Common Stock and a Warrant exercisable for 344 shares of Common Stock directly held by Lux II and Lux II Sidecar, respectively.
/s/ Robert Paull, Managing Director
2014-04-15
Robert Paull, Managing Director of Lux Capital Managment, LLC
2014-04-15
Robert Paull, Managing Director of Lux Capital Managment, LLC
2014-04-15
Robert Paull, Managing Director of Lux Capital Managment, LLC
2014-04-15
Robert Paull, Managing Director of Lux Capital Managment, LLC
2014-04-15