Statement of Changes in Beneficial Ownership (4)
May 21 2018 - 7:11PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Greenleaf Peter
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2. Issuer Name
and
Ticker or Trading Symbol
Cerecor Inc.
[
CERC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
C/O CERECOR INC., 400 EAST PRATT STREET, SUITE 606
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/18/2018
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(Street)
BALTIMORE, MD 21202
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/18/2018
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P
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12500
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A
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$3.98
(1)
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412500
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$0.8
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(2)
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5/11/2027
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Common Stock
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16714
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16714
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D
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Employee Stock Option (Right to Buy)
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$0.57
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6/30/2018
(3)
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6/29/2027
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Common Stock
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8357
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8357
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D
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Employee Stock Option (Right to Buy)
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$4.24
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(4)
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3/27/2028
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Common Stock
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500000
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500000
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D
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Employee Stock Option (Right to Buy)
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$4.24
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(5)
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3/27/2028
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Common Stock
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500000
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500000
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D
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Explanation of Responses:
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(1)
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This transaction was executed in multiple trades ranging from $3.95 to $4.00. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder full information regarding the number of shares and prices at which the transactions were effected.
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(2)
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The stock option will vest in three substantially equal annual installments on May 11, 2018, 2019 and 2020, subject to the Reporting Person's continued service on each such vesting date.
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(3)
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The stock options will vest in full on June 30, 2018, subject to the grantees continued service on such vesting date.
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(4)
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The stock option will vest 25% on the first anniversary of the date of grant and the remaining 75% of the shares subject to the stock option shall vest in equal monthly installments on each monthly anniversary date of the first vesting date over the following 48 months beginning on April 27, 2019, provided the Reporting Person is then an officer of the Issuer on each such vesting date.
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(5)
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The stock option will vest in full upon the Issuer's common stock closing at or above $12.50 per share for three consecutive trading days, provided the Reporting Person is then an officer of the Issuer on each such vesting date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Greenleaf Peter
C/O CERECOR INC.
400 EAST PRATT STREET, SUITE 606
BALTIMORE, MD 21202
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X
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Chief Executive Officer
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Signatures
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/s/ Robert Swedberg, by Power of Attorney
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5/21/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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