0001209191-14-027708.txt : 20140415 0001209191-14-027708.hdr.sgml : 20140415 20140415204102 ACCESSION NUMBER: 0001209191-14-027708 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140415 FILED AS OF DATE: 20140415 DATE AS OF CHANGE: 20140415 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cerulean Pharma Inc. CENTRAL INDEX KEY: 0001401914 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 840 MEMORIAL DRIVE STREET 2: 5TH FLOOR CITY: Cambridge STATE: MA ZIP: 02139 BUSINESS PHONE: 617-551-9600 MAIL ADDRESS: STREET 1: 840 MEMORIAL DRIVE STREET 2: 5TH FLOOR CITY: Cambridge STATE: MA ZIP: 02139 FORMER COMPANY: FORMER CONFORMED NAME: Tempo Pharmaceuticals Inc DATE OF NAME CHANGE: 20070604 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lilly Ventures Fund I LLC CENTRAL INDEX KEY: 0001575852 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36395 FILM NUMBER: 14766311 BUSINESS ADDRESS: STREET 1: 115 W WASHINGTON STREET STREET 2: SUITE 1680 SOUTH CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: (317) 429-0140 MAIL ADDRESS: STREET 1: 115 W WASHINGTON STREET STREET 2: SUITE 1680 SOUTH CITY: INDIANAPOLIS STATE: IN ZIP: 46204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LILLY ELI & CO CENTRAL INDEX KEY: 0000059478 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36395 FILM NUMBER: 14766312 BUSINESS ADDRESS: STREET 1: LILLY CORPORATE CTR STREET 2: DROP CODE 1112 CITY: INDIANAPOLIS STATE: IN ZIP: 46285 BUSINESS PHONE: 3172762000 MAIL ADDRESS: STREET 1: LILLY CORPORATE CENTER STREET 2: DROP CODE 1112 CITY: INDIANAPOLIS STATE: IN ZIP: 46285 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-04-15 0 0001401914 Cerulean Pharma Inc. CERU 0000059478 LILLY ELI & CO LILLY CORPORATE CENTER INDIANAPOLIS IN 46285 0 0 1 0 0001575852 Lilly Ventures Fund I LLC C/O CERULEAN PHARMA INC. CAMBRIDGE MA 02139 0 0 1 0 Common Stock 2014-04-15 4 C 0 931485 A 931485 I See footnote Common Stock 2014-04-15 4 C 0 299213 A 1230698 I See footnote Common Stock 2014-04-15 4 C 0 192209 A 1422907 I See footnote Common Stock 2014-04-15 4 C 0 199875 A 1622782 I See footnote Common Stock 2014-04-15 4 P 0 733445 7.00 A 2356227 I See footnote Series C Convertible Preferred Stock 2014-04-15 4 C 0 13513513 0.00 D Common Stock 931485 0 I See footnote Series D Convertible Preferred Stock 2014-04-15 4 C 0 4340831 0.00 D Common Stock 299213 0 I See footnote 7% Convertible Promissory Notes 7.00 2014-04-15 4 C 0 1345466.43 0.00 D Common Stock 192209 0 I See footnote 7% Convertible Promissory Notes 5.43 2014-04-15 4 C 0 1084321.58 0.00 D Common Stock 199875 0 I See footnote In connection with the completion of the Company's initial public offering, each share of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock converted automatically into Common Stock on a 0.0689-for-1 basis into the number of shares of Common Stock listed in Table I, column 5 and Table II, column 7 without payment of further consideration. Neither the Series C Convertible Preferred Stock nor the Series D Convertible Preferred Stock had an expiration date. These shares are owned directly by Lilly Ventures Fund I LLC (the "Fund"). Eli Lilly and Company, as sole Managing Member of the Fund, and pursuant to provisions of the LLC Agreement of the Fund, has voting authority with respect to shares owned by the Fund. Represents the number of shares of Common Stock issued upon conversion of all principal and accrued interest on the 7% Convertible Promissory Notes issued on August 13, 2013 through April 15, 2014, at a conversion price of $7.00 per share of Common Stock, which was the initial public offering price. The Notes had no expiration date and were exercisable any time after August 15, 2014 at the holder's election or automatically upon a qualified financing. Represents the number of shares of Common Stock issuable upon conversion of all principal and accrued interest on the 7% Convertible Promissory Notes issued on February 18, 2014 through April 15, 2014, at a conversion price equal to $5.43 per share of Common Stock, which was equal to 77.5% of the Company's initial public offering price. The Notes had no expiration date and were exercisable any time after February 26, 2015 at the holder's election or automatically upon a qualified financing. /s/ Elizabeth G. Ryland, as attorney-in-fact for Eli Lilly & Co., authorization on file 2014-04-15 Elizabeth G. Ryland, as attorney-in-fact for Lilly Ventures Fund I LLC, authorization on file 2014-04-15