SEC FORM 3

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^*

Eliasof Scott

(Last)

(First)

(Middle)

C/O CERULEAN PHARMA INC.

35 GATEHOUSE DRIVE

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/25/2016

3. Issuer Name and Ticker or Trading Symbol
Cerulean Pharma Inc. [ CERU ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Chief Scientific Officer

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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
EmployeeStock Option (right to buy)	⁽¹⁾	08/09/2017	Common Stock	3,446	$5.0776	D
Employee Stock Option (right to buy)	⁽²⁾	07/07/2018	Common Stock	517	$5.948	D
Employee Stock Option (right to buy)	⁽³⁾	03/26/2019	Common Stock	586	$5.948	D
Employee Stock Option (right to buy)	⁽⁴⁾	03/04/2020	Common Stock	655	$3.3367	D
Emplyee Stock Option (right to buy)	⁽⁵⁾	01/27/2021	Common Stock	9,953	$3.3367	D
Emplyee Stock Option (right to buy)	⁽⁶⁾	01/24/2022	Common Stock	13,786	$3.7719	D
Emplpyee Stock Option (right to buy)	⁽⁷⁾	12/18/2022	Common Stock	19,707	$3.917	D
Employee Stock Option (right to buy)	⁽⁸⁾	01/09/2024	Common Stock	13,786	$10.5904	D
Employee Stock Option (right to buy)	⁽⁹⁾	06/23/2024	Common Stock	58,400	$5.73	D
Employee Stock Option (right to buy)	⁽¹⁰⁾	02/04/2025	Common Stock	43,000	$8.16	D
Employee Stock Option (right to buy)	⁽¹¹⁾	11/30/2015	Common Stock	158,000	$3.29	D
Employee Stock Option (right to buy)	⁽¹²⁾	01/04/2026	Common Stock	42,500	$3.04	D
Employee Stock Option (right to buy)	⁽¹³⁾	08/21/2026	Common Stock	75,000	$1.14	D

Explanation of Responses:

1. This option was granted on August 10, 2007 and vested over four years, with 25% of the shares vesting on the first anniversary of May 2, 2007 and the remainder vesting over the ensuing three years at a rate of 2.0833% per month.

2. This option was granted on July 8, 2008 and vested over four years, with 25% of the shares vesting on the first anniversary of January 1, 2008 and the remainder vesting over the ensuing three years at a rate of 2.0833% per month.

3. This option was granted on March 27, 2009 and vested over four years, with 25% of the shares vesting on the first anniversary of January 1, 2009 and the remainder vesting over the ensuing three years at a rate of 2.0833% per month.

4. This option was granted on January 28, 2011 and vested over four years, with 25% of the shares vesting on the first anniversary of December 31, 2010 and the remainder vesting over the ensuing three years at a rate of 2.0833% per month.

5. This option was granted on January 28, 2011 and vested over four years, with 25% of the shares vesting on the first anniversary of December 31, 2009 and the remainder vesting over the ensuing three years at a rate of 2.0833% per month.

6. This option was granted on January 25, 2012 and vested over four years, with 25% of the shares vesting on the first anniversary of December 31, 2011 and the remainder vesting over the ensuing three years at a rate of 2.0833% per month.

7. This option was granted on December 19, 2012 and is scheduled to vest over four years, with 25% of the shares vesting on the first anniversary of December 31, 2012 and the remainder vesting over the ensuing three years at a rate of 2.0833% per month.

8. This option was granted on January 10, 2014. The shares underlying the option are scheduled to vest in equal monthly installments over four years from the vesting commencement date of January 31, 2014.

9. This option was granted on June 24, 2014. The shares underlying the option are scheduled to vest in equal monthly installments over four years from the grant date.

10. This option was granted on February 5, 2015. The shares underlying the option are scheduled to vest in equal monthly installments over four years from the vesting commencement date of January 31, 2015.

11. This option was granted on December 1, 2015. The shares underlying the option are scheduled to vest in three equal installments on December 1, 2016, December 1, 2017 and December 1, 2018.

12. This option was granted on January 5, 2016. The shares underlying the option are scheduled to vest in equal monthly installments over four years from the vesting commencement date of January 1, 2016.

13. This option was granted on August 22, 2016. The shares underlying this option are scheduled to vest in equal installments every six months from the grant date until the second anniversary of the grant date.

Remarks:

	/s/ Alejandra Carvajal, as attorney-in-fact for Scott Eliasof	10/27/2016
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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