SEC FORM 4

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

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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^*

Moore Carol

(Last)

(First)

(Middle)

C/O CERUS CORPORATION

2550 STANWELL DRIVE

(Street)

CONCORD

94520

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CERUS CORP [ CERS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP Reg. & Quality

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2019

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/10/2019		M		6,000	A	⁽¹⁾	47,750⁽²⁾	D
Common Stock	03/12/2019		S		2,075⁽³⁾	D	$6.48	45,675	D
Common Stock	03/12/2019		M		7,500	A	⁽¹⁾	53,175	D
Common Stock	03/13/2019		S		2,832⁽³⁾	D	$5.8989	50,343	D
Common Stock	03/12/2019		M		15,834	A	⁽¹⁾	66,177	D
Common Stock	03/13/2019		S		5,979⁽³⁾	D	$5.9	60,198	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	03/10/2019		M			6,000	⁽⁴⁾	⁽⁴⁾	Common Stock	6,000	⁽⁵⁾	0	D
Restricted Stock Unit	⁽¹⁾	03/12/2019		M			7,500	⁽⁶⁾	⁽⁶⁾	Common Stock	7,500	⁽⁵⁾	7,500	D
Restricted Stock Unit	⁽¹⁾	03/12/2019		M			15,834	⁽⁷⁾	⁽⁷⁾	Common Stock	15,834	⁽⁵⁾	31,666	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one (1) share of Cerus Common Stock.

2. Includes 5,044 and 1,865 shares purchased under Issuer's Employee Stock Purchase Plan on 08/31/18 and 02/28/19, respectively.

3. Represents the number of shares required to be sold to cover the statutory tax withholding obligations and corresponding brokerage fee in connection with the vesting of the restricted stock units listed in Table II. This sale is mandated by the election to satisfy the minimum statutory tax withholding obligations through a "sell to cover" transaction and does not represent a discretionary sale by the reporting person.

4. The restricted stock unit vests in three equal annual installments beginning on March 10, 2017.

5. Not applicable.

6. The restricted stock unit vests in three equal annual installments beginning on March 12, 2018.

7. The restricted stock unit vests in three equal annual installments beginning on March 12, 2019.

Remarks:

	Carol Moore, by Chrystal Menard, attorney-in-fact	03/13/2019
	** 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).
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