UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Cerulean Pharma Inc.
(Name of lssuer)
Common Stock; $0.0001 par value
(Title of Class of Securities)
15708Q105
(CUSIP Number)
April 10, 2014
(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-l (b)
[ ] Rule 13d-l (c)
[x] Rule 13d-l (d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing of this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on 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.
1. Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Lilly Ventures Fund I, LLC
2. Check the Appropriate Box if a Member of a Group
(a)_(b)x
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of shares beneficially owned by each reporting person with:
5. Sole Voting Power: 0
6. Shared Voting Power: 2,356,227
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 2,356,227
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,356,227
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
11. Percent of Class Represented by Amount in Row (9)
11.7%
12. Type of Reporting Person
OO
2
1. Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Eli Lilly and Company
2. Check the Appropriate Box if a Member of a Group
(a)_(b)x
3. SEC Use Only
4. Citizenship or Place of Organization
Indiana
Number of shares beneficially owned by each reporting person with:
5. Sole Voting Power: 0
6. Shared Voting Power: 2,356,227
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 2,356,227
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,356,227
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
11. Percent of Class Represented by Amount in Row (9)
11.7%
12. Type of Reporting Person
CO
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1. Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
S. Edward Torres
2. Check the Appropriate Box if a Member of a Group
(a)_(b)x
3. SEC Use Only
4. Citizenship or Place of Organization
United States of America
Number of shares beneficially owned by each reporting person with:
5. Sole Voting Power: 0
6. Shared Voting Power: 2,356,227
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 2,356,227
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,356,227
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
11. Percent of Class Represented by Amount in Row (9)
11.7%
12. Type of Reporting Person
IN
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Item l(a) Name of Issuer
Cerulean Pharma Inc.
Item l(b) Address of Issuer's Principal Executive Offices
840 Memorial Drive
Cambridge, MA 02139
Item 2(a) Name of Person Filing
This Statement is filed on behalf of:
Lilly Ventures Fund I, LLC, a Delaware corporation
Eli Lilly and Company, an Indiana corporation; and
S. Edward Torres. Mr. Torres is a non-managing member of Lilly Ventures Fund I, LLC, and a member of the board of directors of Cerulean Pharma Inc.
Item 2(b) Address of Principal Business Office, or if none, Residence
Lilly Ventures Fund I, LLC, 115 W. Washington Street, Suite 1680-South, Indianapolis, IN 46204.
Eli Lilly and Company, Lilly Corporate Center, Indianapolis, IN 46285.
S. Edward Torres, 115 W. Washington Street, Suite 1680-South, Indianapolis, IN 46204.
Item 2(c) Citizenship
Lilly Ventures Fund I, LLC is a Delaware limited liability company. Eli Lilly and Company is an Indiana corporation. Mr. Torres is a United States citizen.
Item 2(d) Title of Class of Securities
Common Stock, par value $0.0001 per share
Item 2(e) CUSIP Number
15708Q105
Item 3. | Filing pursuant to Rules 13d-l(b) or 13d-2(b) or (c) |
Not Applicable
Item 4. Ownership
This Schedule 13G shall not be construed as an admission that any Reporting Person is, either for purposes of Section 13(d) or 13(g) of the Securities Exchange Act or for other purposes, the beneficial owner of any Common Stock disclosed on this Schedule 13G.
(a) Amount Beneficially Owned:
As of the date hereof, Lilly Ventures Fund I, LLC (“the Fund”) and Eli Lilly and Company ("Lilly") own beneficially and of record 2,356,227 shares of Common Stock of Cerulean Pharma Inc. Mr. Torres is a non-managing member of the Fund and therefore may be deemed to beneficially own the shares beneficially owned by the Fund.
Mr. Torres disclaims beneficial ownership of the shares held of record by the Fund, except to the extent of his pecuniary interest therein.
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Lilly, as sole Managing Member of the Fund, and pursuant to provisions of the Limited Liability Company Agreement of the Fund, has voting authority with respect to shares owned by the Fund.
(b) Percent of Class:
Lilly Ventures Fund I, LLC, Eli Lilly and Company, and Mr. Torres may each be deemed to beneficially own 11.7% of the Common Stock of Cerulean Pharma Inc.
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote:
a. Lilly Ventures Fund I, LLC: 0;
b. Eli Lilly and Company: 0; and
c. S. Edward Torres: 0.
(ii) shared power to vote or to direct the vote:
a. Lilly Ventures Fund I, LLC: 2,356,227;
b. Eli Lilly and Company: 2,356,227; and
c. S. Edward Torres: 2,356,227.
(iii) sole power to dispose or to direct the disposition of:
a. Lilly Ventures Fund I, LLC: 0;
b. Eli Lilly and Company: 0; and
c. S. Edward Torres: 0.
(iv) shared power to dispose or to direct the disposition of:
a. Lilly Ventures Fund I, LLC: 2,356,227;
b. Eli Lilly and Company: 2,356,227; and
c. S. Edward Torres: 2,356,227.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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SIGNATURE
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.
Date: February 17, 2015
LILLY VENTURES FUND I, LLC
By: /s/ James B. Lootens
Name: James B. Lootens
Title: Authorized Person
ELI LILLY AND COMPANY
By: /s/ James B. Lootens
Name: James B. Lootens
Title: Secretary
S. EDWARD TORRES
By: /s/ James B. Lootens
Name: James B. Lootens
Title: Authorized Person
This filing is made voluntarily and should not be construed as an admission that the reporting persons are subject to reporting requirements under Section 13 of the Securities Exchange Act of 1934.
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Exhibit 99.1
The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
Dated: February 17, 2015
LILLY VENTURES FUND I, LLC
By: /s/ James B. Lootens
Name: James B. Lootens
Title: Authorized Person
ELI LILLY AND COMPANY
By: /s/ James B. Lootens
Name: James B. Lootens
Title: Secretary
S. EDWARD TORRES
By: /s/ James B. Lootens
Name: James B. Lootens
Title: Authorized Person
Exhibit 99.2
Lilly Ventures Fund I, LLC
115 West Washington Street
Suite 1680-South
Indianapolis, Indiana 46204
Securities and Exchange Commission
Washington, D.C. 20549
Authorization Regarding Reporting Forms
I hereby authorize and designate the following persons to sign and file with the Commission on behalf of Lilly Ventures Fund I, LLC Forms relating to Rule 13 of the Securities Exchange Act of 1934 and the rules thereunder:
James B. Lootens, Lilly Corporate Center, Indianapolis, Indiana
Jamie E. Haney, Lilly Corporate Center, Indianapolis, Indiana
Jonathan R. Haug, Lilly Corporate Center, Indianapolis, Indiana
This authorization and designation shall remain in effect until a written revocation is signed by me and provided to the Commission.
Date: 11/20/14
/s/ S. Edward Torres on behalf of Lilly Ventures Fund I, LLC
S. Edward Torres
115 West Washington Street
Suite 1680-South
Indianapolis, Indiana 46204
Securities and Exchange Commission
Washington, D.C. 20549
Authorization Regarding Reporting Forms
I hereby authorize and designate the following persons to sign and file with the Commission on my behalf Forms relating to Rule 13 of the Securities Exchange Act of 1934 and the rules thereunder:
James B. Lootens, Lilly Corporate Center, Indianapolis, Indiana
Jamie E. Haney, Lilly Corporate Center, Indianapolis, Indiana
Jonathan R. Haug, Lilly Corporate Center, Indianapolis, Indiana
This authorization and designation shall remain in effect until a written revocation is signed by me and provided to the Commission.
Date: 2/10/15
/s/ S. Edward Torres