FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Greenleaf Peter 		2. Issuer Name and Ticker or Trading Symbol

Cerecor Inc. [ CERC ] 		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
(Last)          (First)          (Middle)

C/O CERECOR INC., 400 EAST PRATT STREET, SUITE 606 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/27/2018
(Street)

BALTIMORE, MD 21202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   3/27/2018     A    400000   (1) A $0.00   400000   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   $4.24   3/27/2018     A      500000         (2) 3/27/2028   Common Stock   500000   $0.00   500000   D    
Employee Stock Option (Right to Buy)   $4.24   3/27/2018     A      500000         (3) 3/27/2028   Common Stock   500000   $0.00   500000   D    
Stock Option (Right to Buy)   $0.80                      (4) 5/11/2027   Common Stock   16714     16714   D    
Employee Stock Option (Right to Buy)   $0.57                    6/30/2018   (5) 6/29/2027   Common Stock   8357     8357   D    

Explanation of Responses:
(1)  Represents restricted stock which vests in four equal annual installments beginning on March 27, 2019, provided the Reporting Person is then an officer of the Issuer on each such vesting date. The tax liability upon the vesting of the first annual installment shall be covered by the Issuer and the remaining tax liabilities upon the vesting of the second, third and fourth annual installments shall be covered by the Reporting Person.
(2)  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.
(3)  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.
(4)  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.
(5)  The stock options will vest in full on June 30, 2018, subject to the Reporting Person's continued service on such vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Greenleaf Peter
C/O CERECOR INC.
400 EAST PRATT STREET, SUITE 606
BALTIMORE, MD 21202 		X
Chief Executive Officer

Signatures
/s/ Mariam E. Morris, by Power of Attorney 3/29/2018
** 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 4(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
Cerecor (NASDAQ:CERC)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Cerecor Charts.
Cerecor (NASDAQ:CERC)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Cerecor Charts.