SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* BLECH ISAAC (Last) (First) (Middle) 400 E. PRATT STREET, SUITE 606 (Street) BALTIMORE MD 21202 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/14/2015	3. Issuer Name and Ticker or Trading Symbol Cerecor Inc. [ CERC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	197,500	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(1)	01/31/2022	Common Stock	53,571	$8.68	D
Stock Option (Right to Buy)	05/13/2014	04/30/2024	Common Stock	10,714	$10.08	D
Series A Convertible Preferred Stock	(2)	(2)	Common Stock	5,952(3)	(2)	D
Series A Convertible Preferred Stock	(2)	(2)	Common Stock	182,030(3)	(2)	I	By Daniel Blech Trust DTD 8/3/2005(4)
Warrant (Right to Buy)	03/30/2012	03/30/2017	Common Stock	1,190	$28	D
Warrant (Right to Buy)	03/30/2012	03/30/2017	Common Stock	36,406	$28	I	By Daniel Blech Trust DTD 8/3/2005(4)

Explanation of Responses:

1. The Stock Option vested in equal one-third increments on February 23, 2013, 2014 and 2015.

2. The shares of Series A Convertible Preferred Stock (the "Series A Shares") will convert automatically into Common Stock, on a 1-for-0.04464 basis, immediately prior to the closing of the Issuer's initial public offering, and have no expiration date.

3. Reflects the conversion of the Series A Shares into shares of Common Stock.

4. The reporting person disclaims beneficial ownership of the securities held by the Daniel Blech Trust DTD 8/3/2005 except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Mariam E. Morris by Power of Attorney	10/14/2015
	** 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 5 (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).
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