FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Wilkins H Jeffrey
2. Date of Event Requiring Statement (MM/DD/YYYY)
3/8/2021 

3. Issuer Name and Ticker or Trading Symbol

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

C/O CERECOR INC., 540 GAITHER ROAD, SUITE 400
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
Chief Medical Officer /
(Street)

ROCKVILLE, MD 20850      

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 26090 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)  (1)2/4/2030 Common Stock 375000 $4.09 D  
Stock Option (Right to Buy)  (2)1/26/2031 Common Stock 300000 $3.32 D  

Explanation of Responses:
(1) The stock option was granted on February 4, 2020 and will vest over four years, with the first 25% vesting on the first anniversary of the grant date, and the remainder vesting in equal monthly installments over the following 36 months, subject to the reporting person's continued service on each such vesting date.
(2) The stock option was granted on January 26, 2021 and will vest over four years, with the first 25% vesting on the first anniversary of the grant date, and the remainder vesting in equal monthly installments over the following 36 months, subject to the reporting person's continued service on each such vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Wilkins H Jeffrey
C/O CERECOR INC.
540 GAITHER ROAD, SUITE 400
ROCKVILLE, MD 20850


Chief Medical Officer

Signatures
/s/ Christopher R. Sullivan, by Power of Attorney3/17/2021
**Signature of Reporting PersonDate

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