DARE Dare Bioscience Inc

Cerulean Pharma Inc.

(Name of Issuer)

 

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

 

15708Q105

(CUSIP Number)

 

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

1.

NAME OF REPORTING PERSON
 

CVF, LLC

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

5.

SOLE VOTING POWER

2,601,387

6.

SHARED VOTING POWER

—

7.

SOLE DISPOSITIVE POWER

2,601,387

8.

SHARED DISPOSITIVE POWER

—

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,601,387

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES       ☐

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.48%

12.

TYPE OF REPORTING PERSON

OO

Item 1(a).

Name of Issuer:

 

Cerulean Pharma Inc.

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

840 Memorial Drive, Cambridge, Massachusetts 02139

 

Item 2(a).

Name of Person Filing:

 

CVF, LLC (“CVF”)

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

 

222 N. LaSalle Street, Suite 2000, Chicago, Illinois 60601

 

Item 2(c).

Citizenship:

 

Delaware

 

Item 2(d).

Title of Class of Securities:

 

Common Stock, $0.0001 par value per share

 

Item 2(e).

CUSIP Number:

 

15708Q105

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), indicate type of person filing.

 

Not applicable.

 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:  See row 9 of the cover page.

 

(b)

Percent of class:  See row 11 of the cover page.

 

(c)

Number of shares as to which such person has:

 

(i)   Sole power to vote or direct the vote:  See row 5 of the cover page.

 

(ii)   Shared power to vote or direct the vote:  See row 6 of the cover page.

 

(iii)   Sole power to dispose or to direct the disposition of:  See row 7 of the cover page.

 

(iv)   Shared power to dispose or to direct the disposition of:  See row 8 of the cover page.

 

Percent of class is based on (i) the number of shares held by CVF as of December 31, 2016 and (ii) the number of shares of common stock outstanding as of October 31, 2016 (27,435,680 shares) as reported by the Issuer in its most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2016.

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.

Certifications.

 

Not applicable.

February 10, 2017

CVF, LLC

 

By:   /s/Richard H. Robb  

Name: Richard H. Robb

Title: Manager