Dare Bioscience, Inc. — Director's Dealing 2014

Apr 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cerulean Pharma Inc. (CERU)
CIK: 0001401914
Period of Report: 2014-04-15

Reporting Person: VENROCK ASSOCIATES V LP (10% Owner)
Reporting Person: VEF Management V, LLC (10% Owner)
Reporting Person: Venrock Entrepreneurs Fund V, L.P. (10% Owner)
Reporting Person: Venrock Management V, LLC (10% Owner)
Reporting Person: Venrock Partners Management V, LLC (10% Owner)
Reporting Person: VENROCK PARTNERS V L P (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-15	Common Stock	C	355307	—	Acquired	355307	Indirect
2014-04-15	Common Stock	C	128827	—	Acquired	484134	Indirect
2014-04-15	Common Stock	C	292675	—	Acquired	776809	Indirect
2014-04-15	Common Stock	C	409728	—	Acquired	1186537	Indirect
2014-04-15	Common Stock	C	379160	—	Acquired	1565697	Indirect
2014-04-15	Common Stock	C	247501	—	Acquired	1813198	Indirect
2014-04-15	Common Stock	C	257529	—	Acquired	2070727	Indirect
2014-04-15	Common Stock	P	944290	$7.00	Acquired	3015017	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-15	Series A Convertible Preferred Stock	$	C	5154653	Disposed		Common Stock (355307)	Indirect
2014-04-15	Series B Convertible Preferred Stock	$	C	1868955	Disposed		Common Stock (128827)	Indirect
2014-04-15	Series B-1 Convertible Preferred Stock	$	C	4245941	Disposed		Common Stock (292675)	Indirect
2014-04-15	Series C Convertible Preferred Stock	$	C	5944145	Disposed		Common Stock (409728)	Indirect
2014-04-15	Series D Convertible Preferred Stock	$	C	5500704	Disposed		Common Stock (379160)	Indirect
2014-04-15	Warrant to purchase Series C Convertible Preferred Stock	$0.74	J	275977	Disposed	2017-11-12	Series C Convertible Preferred Stock (275977)	Indirect
2014-04-15	Warrant to purchase Common Stock	$10.74	J	19022	Acquired	2017-11-12	Common Stock (19022)	Indirect
2014-04-15	7% Convertible Promissory Notes	$7.00	C		Disposed		Common Stock (247501)	Indirect
2014-04-15	7% Convertible Promissory Notes	$5.43	C		Disposed		Common Stock (257529)	Indirect

Footnotes

F1: In connection with the completion of the Company's initial public offering, each share of Series A Convertible Preferred Stock converted automatically into Common Stock on a 0.0924-for-1 basis into the number of shares of Common Stock listed in Table I, column 5 and Table II, column 7 without payment of further consideration. The Series A Convertible Preferred Stock had no expiration date.

F2: 4,651,044 shares of Series A Convertible Preferred Stock, 1,686,359 shares of Series B Convertible Preferred Stock, 3,831,115 shares of Series B-1 Convertible Preferred Stock, 5,363,403 shares of Series C Convertible Preferred Stock and 4,963,287 shares of Series D Preferred Stock were directly owned by Venrock Associates V, LP ("VA5"); 394,331 shares of Series A Convertible Preferred Stock, 142,975 shares of Series B Convertible Preferred Stock, 324,813 shares of Series B-1 Convertible Preferred Stock, 454,727 shares of Series C Convertible Preferred Stock and 420,803 shares of Series D Convertible Preferred Stock were directly owned by Venrock Partners V, LP ("VP5").

F3: 109,278 shares of Series A Convertible Preferred Stock, 39,621 shares of Series B Convertible Preferred Stock, 90,013 shares of Series B-1 Convertible Preferred Stock, 126,015 shares of Series C Convertible Preferred Stock and 116,614 shares of Series D Convertible Preferred Stock were directly owned by Venrock Entrepreneurs V, LP ("VE5" and collectively with VA5 and VP5, the "Venrock Funds").

F4: After the conversions listed in footnotes 2,3, 11 and 13 and the purchase of Common Stock at the closing of the Company's initial public offering described in footnote 14, VA5 owns 2,720,455 shares of Common Stock, VP5 owns 230,647 shares of Common Stock and VE5 owns 63,915 shares of Common Stock.

F5: Venrock Management V, LLC ("VM5"), Venrock Partners Management V, LLC ("VPM5") and VEF Management V, LLC ("VEFM5") are the sole general partners of VA5, VP5 and VEF5, respectively, and may be deemed to own the shares held by the Venrock Funds. VM5, VPM5 and VEFM5 disclaim beneficial ownership of all the shares held by the Venrock Funds except to the extent of their proportionate pecuniary interest therein.

F6: In connection with the completion of the Company's initial public offering, each share of Series B Convertible Preferred Stock converted automatically into Common Stock on a 0.1130-for-1 basis into the number of shares of Common Stock listed in Table I, column 5 and Table II, column 7 without payment of further consideration. The Series B Convertible Preferred Stock had no expiration date.

F7: In connection with the completion of the Company's initial public offering, each share of Series B-1 Convertible Preferred Stock converted automatically into Common Stock on a 0.1863-for-1 basis into the number of shares of Common Stock listed in Table I, column 5 and Table II, column 7 without payment of further consideration. The Series B-1 Convertible Preferred Stock had no expiration date.

F8: In connection with the completion of the Company's initial public offering, each share of Series C Convertible Preferred Stock converted automatically into Common Stock on a 0.0689-for-1 basis into the number of shares of Common Stock listed in Table I, column 5 and Table II, column 7 without payment of further consideration. The Series C Convertible Preferred Stock had no expiration date.

F9: In connection with the completion of the Company's initial public offering, each share of Series D Convertible Preferred Stock converted automatically into Common Stock on a 0.0689-for-1 basis into the number of shares of Common Stock listed in Table I, column 5 and Table II, column 7 without payment of further consideration. The Series D Convertible Preferred Stock had no expiration date.

F10: Represents the number of shares of Common Stock issued upon conversion of all principal and accrued interest on the 7% Convertible Promissory Notes issued on August 13, 2013 through April 15, 2014, at a conversion price of $7.00 per share of Common Stock, which was the initial public offering price. The Notes had no expiration date and were exercisable any time after August 15, 2014 at the holder's election or automatically upon a qualified financing.

F11: $1,563,241.47 of outstanding principal and accrued interest under the Notes held by VA5; $132,536.82 of outstanding principal and accrued interest under the Notes held by VP5 and $36,729.16 of outstanding principal and accrued interest under the Notes held by VE5 converted into shares of Common Stock automatically upon consummation of the Company's initial public offering.

F12: Represents the number of shares of Common Stock issuable upon conversion of all principal and accrued interest on the 7% Convertible Promissory Notes issued on February 14, 2014 through April 15, 2014, at a conversion price equal to $5.43 per share of Common Stock, which was equal to 77.5% of the Company's initial public offering price. The Notes had no expiration date and were exercisable any time after February 26, 2015 at the holder's election or automatically upon a qualified financing.

F13: $1,260,597.25 of outstanding principal and accrued interest under the Notes held by VA5; $106,877.63 of outstanding principal and accrued interest under the Notes held by VP5 and $29,618.38 of outstanding principal and accrued interest under the Notes held by VE5 converted into shares of Common Stock automatically upon consummation of the Company's initial public offering.

F14: Consists of 852,033, 72,238, and 20,019 shares of Common Stock purchased in the Company's initial public offering by VA5, VP5 and VE5, respectively.

F15: Reflects a 1-for-14.5074 reverse stock split effected on March 31, 2014.

F16: In connection with the completion of the Company's initial public offering, each Warrant to purchase shares of Series C Convertible Preferred Stock automatically converted on a 0.0689-for-1 basis into a Warrant to purchase shares of Common Stock. Exercise price of each Warrant to purchase Series C Convertible Preferred Stock was $0.74 per share of Series C Convertible
Preferred Stock and the exercise price of each Warrant to purchase Common Stock is $10.74 per share of Common Stock. Disposition of Warrants to purchase Series C Convertible Preferred Stock and acquisition of Warrants to purchase Common Stock are listed solely for the purpose of reporting such conversion of the shares underlying the security. The Warrants are exercisable at any time at the holder's election.

F17: Consists of a Warrant exercisable for 249,015 shares of Series C Convertible Preferred Stock, a Warrant exercisable for 21,112 shares of Series C Convertible Preferred Stock and a Warrant exercisable for 5,850 shares of Series C Convertible Preferred Stock directly held by VA5, VP5 and VE5, respectively.

F18: Consists of a Warrant exercisable for 17,164 shares of Common Stock, a Warrant exercisable for 1,455 shares of Common Stock and a Warrant exercisable for 403 shares of Common Stock directly held by VA5, VP5 and VE5, respectively.