Statement of Changes in Beneficial Ownership (4)
October 20 2015 - 3:00PM
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
*
MPM BIOVENTURES V, L.P.
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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)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O MPM ASSET MANAGEMENT, 450 KENDALL STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/20/2015
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(Street)
CAMBRIDGE, MA 02142
(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)
___ Form filed by One Reporting Person
_
X
_ 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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10/20/2015
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C
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595436
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A
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(1)
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595436
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I
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See Footnote
(2)
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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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Series B Convertible Preferred Stock
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(1)
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10/20/2015
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C
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16672224
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(1)
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(1)
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Common Stock
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595436
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$0
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0
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I
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See Footnote
(2)
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Explanation of Responses:
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(
1)
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The shares of Series B Convertible Preferred Stock (the "Series B Shares") automatically converted into Common Stock on a 1-for-0.03571 basis and had no expiration date.
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(
2)
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The shares are held as follows: 573,170 by MPM BioVentures V, L.P. ("BV V") and 22,266 by MPM Asset Management Investors BV5 LLC ("AM BV5"). MPM BioVentures V GP LLC ("BV GP") is the general partner of BV V. MPM BioVentures V LLC ("BV LLC") is the managing member of BV GP and AM BV5. Ansbert Gadicke, Luke Evnin, Vaughn M. Kailian, James Paul Scopa and Todd Foley are the members of BV LLC. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.
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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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MPM BIOVENTURES V, L.P.
C/O MPM ASSET MANAGEMENT
450 KENDALL STREET
CAMBRIDGE, MA 02142
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X
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MPM ASSET MANAGEMENT INVESTORS BV5 LLC
C/O MPM ASSET MANAGEMENT
450 KENDALL STREET
CAMBRIDGE, MA 02142
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X
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MPM BIOVENTURES V GP LLC
C/O MPM ASSET MANAGEMENT
450 KENDALL STREET
CAMBRIDGE, MA 02142
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X
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MPM BIOVENTURES V LLC
C/O MPM ASSET MANAGEMENT
450 KENDALL STREET
CAMBRIDGE, MA 02142
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X
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GADICKE ANSBERT
C/O MPM ASSET MANAGEMENT
450 KENDALL STREET
CAMBRIDGE, MA 02142
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X
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EVNIN LUKE
C/O MPM ASSET MANAGEMENT
450 KENDALL STREET
CAMBRIDGE, MA 02142
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X
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KAILIAN VAUGHN M
C/O MPM ASSET MANAGEMENT
450 KENDALL STREET
CAMBRIDGE, MA 02142
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X
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Scopa James Paul
C/O MPM ASSET MANAGEMENT
450 KENDALL STREET
CAMBRIDGE, MA 02142
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X
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Foley Todd
C/O MPM ASSET MANAGEMENT
450 KENDALL STREET
CAMBRIDGE, MA 02142
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X
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Signatures
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By Ansbert Gadicke, member of MPM BioVentures V LLC, the managing member of MPM BioVentures V GP LLC /s/ Ansbert Gadicke
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10/20/2015
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**
Signature of Reporting Person
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Date
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By Ansbert Gadicke, member of MPM BioVentures V LLC, the managing member of MPM BioVentures V GP LLC, the general partner of MPM BioVentures V, L.P. /s/ Ansbert Gadicke
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10/20/2015
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**
Signature of Reporting Person
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Date
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By Ansbert Gadicke, member of MPM BioVentures V LLC, the manager of MPM Asset Management Investors BV5 LLC /s/ Ansbert Gadicke
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10/20/2015
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**
Signature of Reporting Person
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Date
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/s/ Luke Evnin
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10/20/2015
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**
Signature of Reporting Person
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Date
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/s/ Todd Foley
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10/20/2015
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**
Signature of Reporting Person
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Date
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/s/ Ansbert Gadicke
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10/20/2015
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**
Signature of Reporting Person
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Date
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/s/ Vaughn M. Kailian
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10/20/2015
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**
Signature of Reporting Person
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Date
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/s/ James Paul Scopa
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10/20/2015
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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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