SEC FORM 4

SEC Form 4

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^*

Greenleaf Peter

(Last)

(First)

(Middle)

C/O CERECOR INC.

540 GAITHER ROAD, SUITE 400

(Street)

ROCKVILLE

20850

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cerecor Inc. [ CERC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/24/2019

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/24/2019		D		300,000⁽¹⁾	D	$0	112,500	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$6.22	05/24/2019		D		325,000		⁽²⁾	04/01/2029	Common Stock	325,000	$0	0	D
Employee Stock Option (Right to Buy)	$4.24	05/24/2019		D		364,583		⁽³⁾	03/27/2028	Common Stock	364,583	$0	135,417	D
Employee Stock Option (Right to Buy)	$4.24	05/24/2019		D		500,000		⁽²⁾	03/27/2028	Common Stock	500,000	$0	0	D
Stock Option (Right to Buy)	$0.8							⁽⁴⁾	05/12/2027	Common Stock	16,714		16,714	D
Stock Option (Right to Buy)	$0.57							⁽⁵⁾	06/30/2027	Common Stock	8,357		8,357	D

Explanation of Responses:

1. Pursuant to an agreement between the Reporting Person and the Issuer, the Reporting Person agreed to forfeit the restricted stock units for good and valuable consideration.

2. Pursuant to an agreement between the Reporting Person and the Issuer, the Reporting Person agreed to forfeit the stock option for good and valuable consideration.

3. Represents the forfeiture of 364,583 shares underlying the stock option. Pursuant to an agreement between the Reporting Person and the Issuer, the Reporting Person agreed to forfeit the stock option for good and valuable consideration. The 135,417 shares underlying the stock option that have vested will not be forfeited.

4. The stock option will vest in three substantially equal annual installments on May 11, 2018, 2019 and 2020, subject to the Reporting Person's continued service on each such vesting date.

5. The stock options vested in full on June 30, 2018.

	/s/ Donald R. Reynolds, by Power of Attorney	05/29/2019
	** 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.
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