X0306 4 2014-04-15 0 0001401914 Cerulean Pharma Inc. CERU 0000059478 LILLY ELI & CO LILLY CORPORATE CENTER INDIANAPOLIS IN 46285 0 0 1 0 0001575852 Lilly Ventures Fund I LLC C/O CERULEAN PHARMA INC. CAMBRIDGE MA 02139 0 0 1 0 Common Stock 2014-04-15 4 C 0 931485 A 931485 I See footnote Common Stock 2014-04-15 4 C 0 299213 A 1230698 I See footnote Common Stock 2014-04-15 4 C 0 192209 A 1422907 I See footnote Common Stock 2014-04-15 4 C 0 199875 A 1622782 I See footnote Common Stock 2014-04-15 4 P 0 733445 7.00 A 2356227 I See footnote Series C Convertible Preferred Stock 2014-04-15 4 C 0 13513513 0.00 D Common Stock 931485 0 I See footnote Series D Convertible Preferred Stock 2014-04-15 4 C 0 4340831 0.00 D Common Stock 299213 0 I See footnote 7% Convertible Promissory Notes 7.00 2014-04-15 4 C 0 1345466.43 0.00 D Common Stock 192209 0 I See footnote 7% Convertible Promissory Notes 5.43 2014-04-15 4 C 0 1084321.58 0.00 D Common Stock 199875 0 I See footnote In connection with the completion of the Company's initial public offering, each share of Series C Convertible Preferred Stock and 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. Neither the Series C Convertible Preferred Stock nor the Series D Convertible Preferred Stock had an expiration date. These shares are owned directly by Lilly Ventures Fund I LLC (the "Fund"). Eli Lilly and Company, as sole Managing Member of the Fund, and pursuant to provisions of the LLC Agreement of the Fund, has voting authority with respect to shares owned by the Fund. 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. 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 18, 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. /s/ Elizabeth G. Ryland, as attorney-in-fact for Eli Lilly & Co., authorization on file 2014-04-15 Elizabeth G. Ryland, as attorney-in-fact for Lilly Ventures Fund I LLC, authorization on file 2014-04-15