X0306 4 2014-04-15 0 0001401914 Cerulean Pharma Inc. CERU 0001295438 Polaris Venture Management Co IV LLC 1000 WINTER STREET SUITE 3350 WALTHAM MA 02451 0 0 1 0 0001170720 POLARIS VENTURE PARTNERS ENTREPRENEURS FUND IV LP 1000 WINTER STREET SUITE 3350 WALTHAM MA 02451 0 0 1 0 0001157864 POLARIS VENTURE PARTNERS IV LP 1000 WINTER STREET SUITE 3350 WALTHAM MA 02451 0 0 1 0 Common Stock 2014-04-15 4 C 0 181399 A 181399 I See footnote Common Stock 2014-04-15 4 C 0 355307 A 536706 I See footnote Common Stock 2014-04-15 4 C 0 184314 A 721020 I See footnote Common Stock 2014-04-15 4 C 0 498460 A 1219480 I See footnote Common Stock 2014-04-15 4 C 0 212621 A 1432101 I See footnote Seed Convertible Preferred Stock 2014-04-15 4 C 0 2631574 0.00 D Common Stock 181399 0 I See footnote Series A Convertible Preferred Stock 2014-04-15 4 C 0 5154654 0.00 D Common Stock 355307 0 I See footnote Series B Convertible Preferred Stock 2014-04-15 4 C 0 2673938 0.00 D Common Stock 184314 0 I See footnote Series C Convertible Preferred Stock 2014-04-15 4 C 0 7231419 0.00 D Common Stock 498460 0 I See footnote Series D Convertible Preferred Stock 2014-04-15 4 C 0 3084615 0.00 D Common Stock 212621 0 I See footnote Warrant to purchase Series C 0.74 2014-04-15 4 J 0 77478 0.00 D 2017-11-12 Series C Preferred Stock 77478 0 I See footnote Warrant to purchase Common 10.74 2014-04-15 4 J 0 5340 0.00 A 2017-11-12 Common Stock 5340 5340 I See footnote In connection with the completion of the Company's initial public offering, each share of Seed Convertible Preferred Stock converted automatically into Common Stock on a 0.0726-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 Seed Convertible Preferred Stock had no expiration date. 2,583,148 shares of Seed Convertible Preferred Stock, 5,059,798 shares of Series A Convertible Preferred Stock, 2,624,732 shares of Series B Convertible Preferred Stock, 7,098,347 shares of Series C Convertible Preferred Stock and 3,027,852 shares of Series D Preferred Stock were directly owned by Polaris Venture Partners IV, LP ("Polaris IV") and 48,426 shares of Seed Convertible Preferred Stock, 94,856 shares of Series A Convertible Preferred Stock, 49,206 shares of Series B Convertible Preferred Stock, 133,072 shares of Series C Convertible Preferred Stock and 56,763 shares of Series D Preferred Stock were directly owned by Polaris Venture Partners Entrepreneurs' Fund IV, LP ("Polaris EFund IV"). After the conversion listed in footnote 2, Polaris IV holds 1,403,750 shares of Common Stock and Polaris EFund IV holds 26,351 shares of Common Stock. Each of Polaris IV and Polaris EFund IV has the sole voting and investment power with respect to the shares directly held by it. The general partner of each of Polaris IV and Polaris EFund IV is Polaris Venture Management Co. IV, LLC ("Polaris Management IV"). Polaris Management IV may be deemed to have sole voting and investment power with respect to the shares held by the Polaris IV and Polaris EFund IV of which they are general partner, and Polaris Management IV disclaims beneficial ownership of all the shares held by Polaris IV and Polaris EFund IV except to the extent of its proportionate pecuniary interests therein. North Star Venture Management 2000, LLC ("North Star") directly or indirectly provides investment advisory services to various venture capital funds, including the Polaris IV and Polaris EFund IV. The members of North Star (the "Management Members") are also members of Polaris Management IV, and as such, they may be deemed to share voting and investment power over the shares held by the Polaris IV and Polaris EFund IV. The Management Members disclaim beneficial ownership of such shares, except to the extent of their proportionate pecuniary interest therein. 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. 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 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. 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, this 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. 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 Warrants exercisable for 76,053 and 1,425 shares of Series C Convertible Preferred Stock directly held by Polaris IV and Polaris EFund IV, respectively. Consists of 5,242 and 98 shares of Common Stock issuable upon exercise of the Warrants to purchase Common Stock held by Polaris IV and Polaris EFund IV, respectively. /s/ John Gannon, attorney-in-fact for Polaris Management Co. IV, LLC 2014-04-15 John Gannon, attorney-in-fact for Polaris Venture Partners Entrepreneurs Fund IV LP 2014-04-15 John J. Gannon, attorney-in-fact for Polaris Venture Partners IV LP 2014-04-15