0001571049-17-001322.txt : 20170214 0001571049-17-001322.hdr.sgml : 20170214 20170214113556 ACCESSION NUMBER: 0001571049-17-001322 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170214 GROUP MEMBERS: ARMEN B. SHANAFELT, PH.D. GROUP MEMBERS: LV MANAGEMENT GROUP, LLC GROUP MEMBERS: S. EDWARD TORRES GROUP MEMBERS: STEVEN E. HALL, PH.D. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cerulean Pharma Inc. CENTRAL INDEX KEY: 0001401914 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 204139823 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88094 FILM NUMBER: 17604900 BUSINESS ADDRESS: STREET 1: 35 GATEHOUSE DRIVE CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-996-4300 MAIL ADDRESS: STREET 1: 35 GATEHOUSE DRIVE CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: Tempo Pharmaceuticals Inc DATE OF NAME CHANGE: 20070604 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lilly Ventures Fund I LLC CENTRAL INDEX KEY: 0001575852 IRS NUMBER: 264769290 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 115 W WASHINGTON STREET STREET 2: SUITE 1680 SOUTH CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: (317) 429-0140 MAIL ADDRESS: STREET 1: 115 W WASHINGTON STREET STREET 2: SUITE 1680 SOUTH CITY: INDIANAPOLIS STATE: IN ZIP: 46204 SC 13G/A 1 t1700110_sc13ga.htm SCHEDULE 13G (AMENDMENT NO. 1)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1 ) *

Cerulean Pharma, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

15708Q105

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP 15708Q105

Page 2 of 10

1.	Names of Reporting Persons Lilly Ventures Fund I, LLC
2.	Check the Appropriate Box if a Member of a Group (see instructions)
	(a) ¨
	(b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

Shared Voting Power

Sole Dispositive Power

Shared Dispositive Power

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 0%
12.	Type of Reporting Person (see instructions) OO

CUSIP 15708Q105

Page 3 of 10

1.	Names of Reporting Persons LV Management Group, LLC
2.	Check the Appropriate Box if a Member of a Group (see instructions)
	(a) ¨
	(b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

Shared Voting Power

Sole Dispositive Power

Shared Dispositive Power

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 0% (3)
12.	Type of Reporting Person (see instructions) OO

CUSIP 15708Q105

Page 4 of 10

1.	Names of Reporting Persons S. Edward Torres
2.	Check the Appropriate Box if a Member of a Group (see instructions)
	(a) ¨
	(b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

Shared Voting Power

Sole Dispositive Power

Shared Dispositive Power

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 0% (3)
12.	Type of Reporting Person (see instructions) IN

CUSIP 15708Q105

Page 5 of 10

1.	Names of Reporting Persons Steven E. Hall, Ph.D.
2.	Check the Appropriate Box if a Member of a Group (see instructions)
	(a) ¨
	(b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

Shared Voting Power

Sole Dispositive Power

Shared Dispositive Power

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 0%
12.	Type of Reporting Person (see instructions) IN

CUSIP 15708Q105

Page 6 of 10

1.	Names of Reporting Persons Armen B. Shanafelt, Ph.D.
2.	Check the Appropriate Box if a Member of a Group (see instructions)
	(a) ¨
	(b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

Shared Voting Power

Sole Dispositive Power

Shared Dispositive Power

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 0% (3)
12.	Type of Reporting Person (see instructions) IN

CUSIP 15708Q105

Page 7 of 10

Item 1(a).

Name of Issuer: Cerulean Pharma Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

840 Memorial Drive

Cambridge, MA 02139

Item 2(a).

Name of Person Filing:

(i)

Lilly Ventures Fund I, LLC

(ii)

LV Management Group, LLC

(iii)

S. Edward Torres

(iv)

Steven E. Hall, Ph.D.

(v)

Armen B. Shanafelt, Ph.D.

Item 2(b).

Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Person is:

c/o LV Management Group, LLC

115 West Washington Street, Suite 1680-South

Indianapolis, Indiana 46204.

Item 2(c).

Citizenship:

(i)	Lilly Ventures Fund I, LLC	Delaware limited liability company
(ii)	LV Management Group, LLC	Delaware limited liability company
(iii)	S. Edward Torres	United States citizen
(iv)	Steven E. Hall, Ph.D.	United States citizen
(v)	Armen B. Shanafelt, Ph.D.	United States citizen

Item 2(d).

Title of Class of Securities: Common Stock

Item 2(e).

CUSIP Number: 15708Q105

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership

The following information with respect to the beneficial ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2016:

Reporting Person	Number of Shares						Beneficial Ownership Percentage
	Held Directly	Power to Vote or Direct the Vote		Power to Dispose or Direct the Disposition		Beneficially Owned
	Held Directly	Sole	Shared	Sole	Shared	Beneficially Owned
Lilly Ventures Fund I, LLC	0	0	0	0	0	0	0%
LV Management Group, LLC	0	0	0	0	0	0	0%
S. Edward Torres	0	0	0	0	0	0	0%
Steven E. Hall, Ph.D.	0	0	0	0	0	0	0%
Armen B. Shanafelt, Ph.D.	0	0	0	0	0	0	0%

CUSIP 15708Q105

Page 8 of 10

Item 5.

Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person

Eli Lilly and Company, as the holder of an economic interest in Lilly Ventures Fund I, LLC, has the right to receive dividends from, or the proceeds from the sale of, a portion of the securities reported herein.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of a Group

Not applicable.

Item 10.

Certification

Not applicable.

CUSIP 15708Q105

Page 9 of 10

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2017

LILLY VENTURES FUND I, LLC

By:	LV Management Group, LLC

By:	/s/ S. Edward Torres
Name:	S. Edward Torres
Title:	Managing Director

LV MANAGEMENT GROUP, LLC

By:	/s/ S. Edward Torres
Name:	S. Edward Torres
Title:	Managing Director

/s/ S. Edward Torres
S. EDWARD TORRES

/s/ Steven E. Hall , Ph.D.
STEVEN E. HALL PH.D

/s/ Armen B. Shanafelt, Ph.D.
ARMEN B. SHANAFELT, PH.D

CUSIP 15708Q105

Page 10 of 10

EXHIBIT A

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

Dated: February 14, 2017

LILLY VENTURES FUND I, LLC

By:	LV Management Group, LLC

By:	/s/ S. Edward Torres
Name:	S. Edward Torres
Title:	Managing Director

LV MANAGEMENT GROUP, LLC

By:	/s/ S. Edward Torres
Name:	S. Edward Torres
Title:	Managing Director

/s/ S. Edward Torres
S. EDWARD TORRES

/s/ Steven E. Hall , Ph.D.
STEVEN E. HALL PH.D

/s/ Armen B. Shanafelt, Ph.D.
ARMEN B. SHANAFELT, PH.D