Revised Proxy Soliciting Materials (definitive) (defr14a)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. 1)

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☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

CERUS CORPORATION

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement if Other Than The Registrant)

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CERUS CORPORATION

2550 Stanwell Dr.

Concord, CA 94520

AMENDMENT NO. 1 TO THE PROXY STATEMENT FOR THE

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 7, 2017

EXPLANATORY NOTE

The following information supplements and amends the definitive proxy statement (the “Proxy Statement”) of Cerus Corporation (the “Company”) originally filed with the Securities and Exchange Commission (“SEC”) on April 28, 2017 in connection with the solicitation of proxies by the Company’s Board of Directors for use at the Company’s 2017 Annual Meeting of Stockholders and at any adjournment thereof (the “Annual Meeting”). The Annual Meeting is scheduled to be held on Wednesday, June 7, 2017 at 9:00 a.m. local time at the Company’s principal executive offices, located at 2550 Stanwell Drive, Concord, California 94520.

This Amendment No. 1 to the Proxy Statement (this “Amendment”) is being filed for the sole purpose of including the “Outstanding Equity Awards at Fiscal Year-End” table that was inadvertently omitted from the Proxy Statement, as originally filed with the SEC on April 28, 2017. No other changes have been made to the Proxy Statement, and this Amendment has not been updated to reflect events occurring subsequent to the filing of the Proxy Statement. Capitalized terms used in this Amendment and not otherwise defined have the meaning given to such terms in the Proxy Statement.

THE PROXY STATEMENT CONTAINS IMPORTANT INFORMATION AND THIS AMENDMENT AND THE INFORMATION SET FORTH BELOW SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.

CHANGE TO PROXY STATEMENT

The Proxy Statement is hereby amended and supplemented to include the following information:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table shows for the fiscal year ended December 31, 2016, certain information regarding outstanding equity awards at fiscal year-end for the named executive officers.

O UTSTANDING E QUITY A WARDS AT D ECEMBER 31, 2016


	Option Awards									Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#) Exercisable			Market Value of Shares or Units of Stock That Have Not Vested ($)(1)
William M. Greenman		30,000		—			8.73		9/30/2017		67,500	(2)		293,625
		40,000		—			4.19		9/30/2018
		150,000		—			0.79		1/11/2019
		100		—			1.06		4/22/2019
		40,000		—			2.15		9/30/2019
		100,000		—			3.00		8/31/2020
		550,000		—			2.70		4/18/2021
		100,000		—			2.08		8/31/2021
		380,000		—			3.75		2/28/2022
		365,625		24,375	(3)		3.66		2/28/2023
		223,437		101,563	(4)		6.28		3/2/2024
		218,750		281,250	(5)		4.46		3/1/2025
		59,062		255,938	(6)		5.06		2/28/2026
Kevin D. Green		25,000		—			10.15		1/2/2016		18,000	(2)		78,300
		7,500		—			8.73		9/30/2017
		23,000		—			0.79		1/11/2019
		50,000		—			1.05		4/30/2019
		25,000		—			2.15		9/30/2019
		50,000		—			3.00		8/31/2020
		50		—			2.48		1/2/2021
		80,000		—			2.08		8/31/2021
		95,000		—			3.75		2/28/2022
		93,750		6,250	(3)		3.66		2/28/2023
		85,937		39,063	(4)		6.28		3/2/2024
		65,625		84,375	(5)		4.46		3/1/2025
		16,875		73,125	(6)		5.06		2/28/2026
Laurence M. Corash		30,000		—			8.73		9/30/2017		18,000	(2)		78,300
		35,000		—			4.19		9/30/2018
		16,250		—			2.08		8/31/2021
		130,000		—			3.75		2/28/2022
		109,375		10,625	(3)		3.66		2/28/2023
		92,812		42,188	(4)		6.28		3/2/2024
		67,812		87,188	(5)		4.46		3/1/2025
		—		50,000	(7)		5.13		2/31/2025
		16,875		73,125	(6)		5.06		2/28/2026
Richard Benjamin		123,958		226,042	(8)		4.72		8/31/2025		9,000	(2)		39,150
		8,437		36,563	(6)		5.06		2/28/2026
Vivek Jayaraman		—		250,000	(9)		6.36		8/31/2026		75,000	(10)		326,250

(1)	The market values of the RSU awards that have not vested are calculated by multiplying the number of shares underlying the RSU awards shown in the table by $4.35, the closing price of our common stock on December 30, 2016.

(2)	The shares subject to this RSU award vest in three equal annual installments commencing on March 10, 2017.

(3)	The shares subject to this stock option award vested as to 12.5% of the shares on September 1, 2013, and vest as to the remainder of the shares in 42 equal monthly installments thereafter.

(4)	The shares subject to this stock option award vested as to 12.5% of the shares on September 1, 2014, and vest as to the remainder of the shares in 42 equal monthly installments thereafter.

(5)	The shares subject to this stock option award vested as to 12.5% of the shares on September 1, 2015, and vest as to the remainder of the shares in 42 equal monthly installments thereafter.

(6)	The shares subject to this stock option award vested as to 12.5% of the shares on September 1, 2016, and vest as to the remainder of the shares in 42 equal monthly installments thereafter.

(7)	The shares subject to this stock option award vest as to 50% of the shares on June 1, 2017, and vest as to the remainder of the shares in 24 equal monthly installments thereafter.

(8)	The shares subject to this stock option award vest as to 12.5% of the shares on January 13, 2016, and vest as to the remainder of the shares in 42 equal monthly installments thereafter.

(9)	The shares subject to this stock option award vest as to 12.5% of the shares on March 1, 2017, and vest as to the remainder of the shares in 42 equal monthly installments thereafter.