X0306 4 2016-10-03 0 0001401914 Cerulean Pharma Inc. CERU 0001237262 MCKEE WILLIAM C/O CERULEAN PHARMA INC. 35 GATEHOUSE DRIVE WALTHAM MA 02451 1 0 0 0 Common Stock 2016-10-03 4 A 0 1470 1.02 A 1470 D Consists of shares of common stock issued in lieu of cash retainers for board and committee service in accordance with an election of the reporting person under the company's non-employee director compensation program. The number of shares is equal to the amount of the cash retainers that would otherwise have been payable to the reporting person for the third fiscal quarter of 2016 divided by $1.02, the closing price of the company's common stock on the NASDAQ Global Market on October 3, 2016. /s/ Alejandra Carvajal, as attorney-in-fact for William T. McKee 2016-10-20