Dare Bioscience, Inc. — Director's Dealing 2014

Apr 16, 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: CVF, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-15	Common Stock	C	830480	—	Acquired	830480	Direct
2014-04-15	Common Stock	C	448544	—	Acquired	1279024	Direct
2014-04-15	Common Stock	C	152764	—	Acquired	1431788	Direct
2014-04-15	Common Stock	P	827456	$7	Acquired	2259244	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-15	Series D Convertible Preferred	$	C	12048192	Disposed		Common Stock (830480)	Direct
2014-04-15	7% Convertible Promissory Note	$7	C	3139808.22	Disposed		Common Stock (448544)	Direct
2014-04-15	7% Convertible Promissory Note	$5.43	C	828746.78	Disposed		Common Stock (152764)	Direct

Footnotes

F1: 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.

F2: Richard H. Robb, Manager of CVF, LLC, exercises voting and investment power with respect to shares held by CVF, LLC. Mr. Robb disclaims beneficial ownership of all shares held by CVF, LLC except to the extent of his pecuniary interest therein.

F3: 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 August 13, 2013 through April 15, 2014, at a conversion price of $7.00 per shares 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.

F4: 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 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.

F5: Reflects a 1-for-14.5074 reverse stock split effected on March 31, 2014.