SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* MPM BIOVENTURES V, L.P. (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 450 KENDALL STREET (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Cerecor Inc. [ CERC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/20/2015
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	10/20/2015		C		595,436	A	(1)	595,436	I	See Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Convertible Preferred Stock	(1)	10/20/2015		C			16,672,224	(1)	(1)	Common Stock	595,436	$0	0	I	See Footnote(2)

1. Name and Address of Reporting Person* MPM BIOVENTURES V, L.P. (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 450 KENDALL STREET (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MPM ASSET MANAGEMENT INVESTORS BV5 LLC (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 450 KENDALL STREET (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MPM BIOVENTURES V GP LLC (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 450 KENDALL STREET (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MPM BIOVENTURES V LLC (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 450 KENDALL STREET (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GADICKE ANSBERT (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 450 KENDALL STREET (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EVNIN LUKE (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 450 KENDALL STREET (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KAILIAN VAUGHN M (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 450 KENDALL STREET (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Scopa James Paul (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 450 KENDALL STREET (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Foley Todd (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 450 KENDALL STREET (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares of Series B Convertible Preferred Stock (the "Series B Shares") automatically converted into Common Stock on a 1-for-0.03571 basis and had no expiration date.

2. The shares are held as follows: 573,170 by MPM BioVentures V, L.P. ("BV V") and 22,266 by MPM Asset Management Investors BV5 LLC ("AM BV5"). MPM BioVentures V GP LLC ("BV GP") is the general partner of BV V. MPM BioVentures V LLC ("BV LLC") is the managing member of BV GP and AM BV5. Ansbert Gadicke, Luke Evnin, Vaughn M. Kailian, James Paul Scopa and Todd Foley are the members of BV LLC. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.

	By Ansbert Gadicke, member of MPM BioVentures V LLC, the managing member of MPM BioVentures V GP LLC /s/ Ansbert Gadicke	10/20/2015
	By Ansbert Gadicke, member of MPM BioVentures V LLC, the managing member of MPM BioVentures V GP LLC, the general partner of MPM BioVentures V, L.P. /s/ Ansbert Gadicke	10/20/2015
	By Ansbert Gadicke, member of MPM BioVentures V LLC, the manager of MPM Asset Management Investors BV5 LLC /s/ Ansbert Gadicke	10/20/2015
	/s/ Luke Evnin	10/20/2015
	/s/ Todd Foley	10/20/2015
	/s/ Ansbert Gadicke	10/20/2015
	/s/ Vaughn M. Kailian	10/20/2015
	/s/ James Paul Scopa	10/20/2015
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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