Statement of Changes in Beneficial Ownership (4)
May 29 2019 - 6:10PM
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
*
Pedder Simon
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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)
Executive Chairman of the Bd
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(Last)
(First)
(Middle)
C/O CERECOR INC., 540 GAITHER ROAD, SUITE 400
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/24/2019
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(Street)
ROCKVILLE, MD 20850
(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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5/24/2019
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A
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250000
(1)
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A
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$0
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256000
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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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$4.98
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5/24/2019
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A
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300000
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(2)
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5/24/2029
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Common Stock
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300000
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$0
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300000
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D
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Stock Option (Right to Buy)
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$5.17
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(3)
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4/15/2029
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Common Stock
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300000
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300000
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D
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Stock Option (Right to Buy)
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$5.84
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(4)
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3/29/2029
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Common Stock
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882
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882
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D
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Stock Option (Right to Buy)
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$3.23
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(4)
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12/31/2028
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Common Stock
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1504
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1504
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D
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Stock Option (Right to Buy)
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$4.67
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(4)
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9/28/2028
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Common Stock
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990
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990
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D
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Stock Option (Right to Buy)
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$4.34
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(4)
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6/29/2028
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Common Stock
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1012
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1012
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D
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Stock Option (Right to Buy)
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$3.71
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(4)
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5/14/2028
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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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Stock Option (Right to Buy)
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$4.14
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(5)
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4/6/2028
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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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Explanation of Responses:
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(1)
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The restricted stock units vest 50,000 shares immediately and the tax burden of this vest is to be covered by the Issuer and the remaining shares will vest in three substantially equal installments on April 10, 2020, 2021 and 2022, provided the Reporting Person is then still providing continuous service as an employee, director or consultant.
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(2)
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The stock option was granted on May 24, 2019. One-third of the shares subject to the option will vest upon the Issuer's common stock closing at or above $8.00 per share for three consecutive trading days. The next one-third of the shares subject to the option will vest upon the Issuer's common stock closing at or above $10.50 per share for three consecutive trading days. The final one-third of the shares subject to the option will vest upon the Issuer's common stock closing at or above $13.00 per share for three consecutive trading days.
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(3)
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The stock option was granted on April 15, 2019. One-third of the shares subject to the stock option will vest on the first anniversary of the date of grant, and the remaining two-thirds of the shares subject to the stock option will vest in equal monthly installments over the following 24 months, provided the Reporting Person is then still providing continuous service as an employee, director or consultant.
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(4)
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The stock option is fully vested.
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(5)
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The stock option will vest in three substantially equal installments on April 6, 2019, 2020 and 2021, provided the Reporting Person is then still providing continuous service as an employee, director or consultant.
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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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Pedder Simon
C/O CERECOR INC.
540 GAITHER ROAD, SUITE 400
ROCKVILLE, MD 20850
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X
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Executive Chairman of the Bd
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Signatures
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/s/ Donald R. Reynolds, by Power of Attorney
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5/29/2019
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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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