SEC Filing | Daré Bioscience

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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^*

CVF LLC

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/10/2014

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

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

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)

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)
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	830,480⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	D⁽³⁾
7% Convertible Promissory Notes	⁽⁴⁾	⁽⁴⁾	Common Stock	448,544⁽⁵⁾	⁽⁵⁾	D⁽³⁾
7% Convertible Promissory Notes	⁽⁶⁾	⁽⁶⁾	Common Stock	152,764⁽⁷⁾	⁽⁷⁾	D⁽³⁾

Explanation of Responses:

1. Shares of Series D Convertible Preferred Stock are convertible into Common Stock on a 0.0689-for-1 basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Company's initial public offering. The shares have no expiration date.

2. Reflects a 1-for-14.5074 reverse stock split effected on March 31, 2014.

3. Richard H. Robb, manager of CVF, LLC, exercises voting and investment power with respect to shares held by CVF, LLC. Mr. Robb disclaims beneficial ownership of all shares held by CVF, LLC, except to the extent of his pecuniary interest therein.

4. The outstanding principal and accrued interest under the 7% Convertible Promissory Notes issued on August 15, 2013 are convertible after August 15, 2014, at the holder's election. The Notes have no expiration date. The outstanding principal and accrued interest under the Notes will convert into shares of Common Stock automatically upon consummation of the Company's initial public offering.

5. The number of shares of common stock is based upon a conversion of all principal and accrued interest on the Notes through April 15, 2014, at a conversion price of $7.00 per share of Common Stock, which is the initial public offering price.

6. The outstanding principal and accrued interest under the 7% Convertible Promissory Notes issued on February 14, 2014 are convertible at any time after February 26, 2015, at the holder's election. The Notes have no expiration date. The outstanding principal and accrued interest under the Notes will convert into shares of Common Stock automatically upon consummation of the Company's initial public offering.

7. The number of shares of Common Stock is based upon a conversion of all principal and accrued interest on the Notes through April 15, 2014, at a conversion price equal to $5.43 per share of Common Stock, which is 77.5% of the initial public offering price of $7.00 per share.

	/s/ Richard H. Robb	04/10/2014
	** 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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