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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cerulean Pharma Inc. [ CERU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/15/2014 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/15/2014 | C | 468,263 | A | (1) | 468,263 | I | See footnote(2)(3)(4)(5) | ||
| Common Stock | 04/15/2014 | C | 157,052 | A | (6) | 625,315 | I | See footnote(2)(3)(4)(5) | ||
| Common Stock | 04/15/2014 | C | 380,044 | A | (6) | 1,005,359 | I | See footnote(2)(3)(4)(5) | ||
| Common Stock | 04/15/2014 | C | 385,435 | A | (7) | 1,390,794 | I | See footnote(3)(4)(5)(8) | ||
| Common Stock | 04/15/2014 | C | 401,061 | A | (9) | 1,791,855 | I | See footnote(3)(4)(5)(10) | ||
| Common Stock | 04/15/2014 | P | 1,470,582 | A | $7 | 3,262,437 | I | See footnote(3)(4)(5)(11) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B-1 Convertible Preferred Stock | (1) | 04/15/2014 | C | 6,793,234 | (1) | (1) | Common Stock | 468,263(12) | $0.00 | 0 | I | See footnote(2)(3)(4)(5) | |||
| Series C Convertible Preferred Stock | (6) | 04/15/2014 | C | 2,278,494 | (6) | (6) | Common Stock | 157,052(12) | $0.00 | 0 | I | See footnote(2)(3)(4)(5) | |||
| Series D Convertible Preferred Stock | (6) | 04/15/2014 | C | 5,513,524 | (6) | (6) | Common Stock | 380,044(12) | $0.00 | 0 | I | See footnote(2)(3)(4)(5) | |||
| 7% Convertible Promissory Notes | $7 | 04/15/2014 | C | 2,698,039.3 | (7) | (7) | Common Stock | 385,435 | $0.00 | 0 | I | See footnote(3)(4)(5)(8) | |||
| 7% Convertible Promissory Notes | $5.43 | 04/15/2014 | C | $2,175,751.23 | (9) | (9) | Common Stock | 401,061 | $0.00 | 0 | I | See footnote(3)(4)(5)(10) | |||
| Warrant to purchase Series C | $0.74(13) | 04/15/2014 | J | $364,050 | (13) | 11/12/2017 | Series C Convertible Preferred Stock | 364,050 | $0.00 | 0 | I | See footnote(4)(5)(14) | |||
| Warrant to purchase Common Stock | $10.74(13) | 04/15/2014 | J | 25,092 | (13) | 11/12/2017 | Common Stock | 25,092 | $0.00 | 25,092 | I | See footnote(4)(5)(15) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. In connection with the completion of the Company's initial public offering, each share of Series B-1 Convertible Preferred Stock converted automatically into Common Stock on a 0.1863-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-1 Convertible Preferred Stock had no expiration date. |
| 2. 6,555,025 shares of Series B-1 Convertible Preferred Stock, 2,198,600 shares of Series C Convertible Preferred Stock and 5,320,189 shares of Series D Preferred Stock were directly held by Polaris Venture Partners V, LP ("Polaris V"), 127,756 shares of Series B-1 Convertible Preferred Stock, 42,849 shares of Series C Convertible Preferred Stock and 103,691 shares of Series D Preferred Stock were directly held by Polaris Venture Partners Entrepreneurs' Fund V, LP ("Polaris EFund V"), 44,902 shares of Series B-1 Convertible Preferred Stock, 15,060 shares of Series C Convertible Preferred Stock and 36,444 shares of Series D Preferred Stock were directly owned by Polaris Venture Partners Founders' Fund V, LP ("Polaris FFund V") and 65,551 shares of Series B-1 Convertible Preferred Stock, 21,985 shares of Series C Convertible Preferred Stock and 53,200 shares of Series D Preferred Stock were directly held by Polaris Venture Partners Specila Founders' Fund V, LP ("Polaris SFFund V"). |
| 3. After the conversions listed in footnotes 2,8, and 10 and the purchase of Common Stock at the closing of the Company's initial public offering described in footnote 11, Polaris V holds 3,148,044 shares of Common Stock, Polaris EFund V holds 61,353 shares of Common Stock, Polaris FFund V holds 21,562 shares of Common Stock and Polaris SFFund V holds 31,415 shares of Common Stock. |
| 4. Each of Polaris V, Polaris EFund V, Polaris FFund V and Polaris SFFund V has the sole voting and investment power with respect to the shares directly held by it. The general partner of each of Polaris V, Polaris EFund V, Polaris FFund V and Polaris SFFund V is Polaris Venture Management Co. V, LLC ("Polaris Management V"). Polaris Management V may be deemed to have sole voting and investment power with respect to the shares held by Polaris V, Polaris EFund V, Polaris FFund V and Polaris SFFund V of which they are general partner, and Polaris Management V disclaims beneficial ownership of all the shares held by Polaris V, Polaris EFund V, Polaris FFund V and Polaris SFFund V except to the extent of its proportionate pecuniary interests therein. |
| 5. North Star directly or indirectly provides investment advisory services to various venture capital funds, including Polaris V, Polaris EFund V, Polaris FFund V and Polaris SFFund V. The Management Members are also members of Polaris Management V, and as such, they may be deemed to share voting and investment power over the shares held by Polaris V, Polaris EFund V, Polaris FFund V and Polaris SFFund V. The Management Members disclaim beneficial ownership of such shares, except to the extent of their proportionate pecuniary interest therein. |
| 6. 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. |
| 7. 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. |
| 8. $2,603,431.64 of outstanding principal and accrued interest under the Notes held by Polaris V; $50,740.35 of outstanding principal and accrued interest under the Notes held by Polaris EFund V, $17,833.06 of outstanding principal and accrued interest under the Notes held by Polaris FFund V and $26,034.24 of outstanding principal and accrued interest under the Notes held by Polaris SFFund V converted into shares of Common Stock automatically upon consummation of the Company's initial public offering. |
| 9. 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 February 14, 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. |
| 10. $2,099,456.31 of outstanding principal and accrued interest under the Notes held by Polaris V; $40,918.49 of outstanding principal and accrued interest under the Notes held by Polaris EFund V, $14,381.60 of outstanding principal and accrued interest under the Notes held by Polaris FFund V and $20,994.84 of outstanding principal and accrued interest under the Notes held by Polaris SFFund V converted into shares of Common Stock automatically upon consummation of the Company's initial public offering. |
| 11. Consists of 1,419,015 , 27,657, 9,720, and 14,190 shares of Common Stock purchased in the Company's initial public offering by Polaris V, Polaris EFund V, Polaris FFund V and Polaris SFFund V, respectively. |
| 12. Reflects a 1-for-14.5074 reverse stock split effected on March 31, 2014. |
| 13. 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. |
| 14. Consists of Warrants exercisable for 351,286, 6,846, 2,406 and 3,512 shares of Series C Convertible Preferred Stock, which were directly held by Polaris V, Polaris EFund V, Polaris FFund V and Polaris SFFund V, respectively. |
| 15. Consists of 24,214, 471, 165 and 242 shares of Common Stock issuable upon exercise of the Warrants to purchase Common Stock held by Polaris V, Polaris EFund V, Polaris FFund V and Polaris SFFund V, respectively. |
| Remarks: |
| /s/ John Gannon, as attorney-in-fact for Polaris Management Co. V, LLC | 04/15/2014 | |
| John J. Gannon, attorney-in-fact for Polaris Venture Partners V LP | 04/15/2014 | |
| John J. Gannon, attorney-in-fact for Polaris Venture Partners Entrepreneurs' Fund V LP | 04/15/2014 | |
| John J. Gannon, attorney-in-fact for Polaris Venture Founders' Fund V, LP | 04/15/2014 | |
| John J. Gannon, attorney-in-fact for Polaris Venture Partners Special Founders' Fund V, LP | 04/15/2014 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||