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: Polaris Venture Management Co IV LLC (10% Owner)
Reporting Person: POLARIS VENTURE PARTNERS ENTREPRENEURS FUND IV LP (10% Owner)
Reporting Person: POLARIS VENTURE PARTNERS IV LP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-15	Common Stock	C	181399	—	Acquired	181399	Indirect
2014-04-15	Common Stock	C	355307	—	Acquired	536706	Indirect
2014-04-15	Common Stock	C	184314	—	Acquired	721020	Indirect
2014-04-15	Common Stock	C	498460	—	Acquired	1219480	Indirect
2014-04-15	Common Stock	C	212621	—	Acquired	1432101	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-15	Seed Convertible Preferred Stock	$	C	2631574	Disposed		Common Stock (181399)	Indirect
2014-04-15	Series A Convertible Preferred Stock	$	C	5154654	Disposed		Common Stock (355307)	Indirect
2014-04-15	Series B Convertible Preferred Stock	$	C	2673938	Disposed		Common Stock (184314)	Indirect
2014-04-15	Series C Convertible Preferred Stock	$	C	7231419	Disposed		Common Stock (498460)	Indirect
2014-04-15	Series D Convertible Preferred Stock	$	C	3084615	Disposed		Common Stock (212621)	Indirect
2014-04-15	Warrant to purchase Series C	$0.74	J	77478	Disposed	2017-11-12	Series C Preferred Stock (77478)	Indirect
2014-04-15	Warrant to purchase Common	$10.74	J	5340	Acquired	2017-11-12	Common Stock (5340)	Indirect

Footnotes

F1: In connection with the completion of the Company's initial public offering, each share of Seed Convertible Preferred Stock converted automatically into Common Stock on a 0.0726-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 Seed Convertible Preferred Stock had no expiration date.

F2: 2,583,148 shares of Seed Convertible Preferred Stock, 5,059,798 shares of Series A Convertible Preferred Stock, 2,624,732 shares of Series B Convertible Preferred Stock, 7,098,347 shares of Series C Convertible Preferred Stock and 3,027,852 shares of Series D Preferred Stock were directly owned by Polaris Venture Partners IV, LP ("Polaris IV") and 48,426 shares of Seed Convertible Preferred Stock, 94,856 shares of Series A Convertible Preferred Stock, 49,206 shares of Series B Convertible Preferred Stock, 133,072 shares of Series C Convertible Preferred Stock and 56,763 shares of Series D Preferred Stock were directly owned by Polaris Venture Partners Entrepreneurs' Fund IV, LP ("Polaris EFund IV").

F3: After the conversion listed in footnote 2, Polaris IV holds 1,403,750 shares of Common Stock and Polaris EFund IV holds 26,351 shares of Common Stock.

F4: Each of Polaris IV and Polaris EFund IV has the sole voting and investment power with respect to the shares directly held by it. The general partner of each of Polaris IV and Polaris EFund IV is Polaris Venture Management Co. IV, LLC ("Polaris Management IV"). Polaris Management IV may be deemed to have sole voting and investment power with respect to the shares held by the Polaris IV and Polaris EFund IV of which they are general partner, and Polaris Management IV disclaims beneficial ownership of all the shares held by Polaris IV and Polaris EFund IV except to the extent of its proportionate pecuniary interests therein.

F5: North Star Venture Management 2000, LLC ("North Star") directly or indirectly provides investment advisory services to various venture capital funds, including the Polaris IV and Polaris EFund IV. The members of North Star (the "Management Members") are also members of Polaris Management IV, and as such, they may be deemed to share voting and investment power over the shares held by the Polaris IV and Polaris EFund IV. The Management Members disclaim beneficial ownership of such shares, 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 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.

F7: 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.

F8: In connection with the completion of the Company's initial public offering, each share of Series C Convertible Preferred Stock and 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. Neither the
Series C Convertible Preferred Stock nor the Series D Convertible Preferred Stock had an expiration date.

F9: Reflects a 1-for-14.5074 reverse stock split effected on March 31, 2014.

F10: In connection with the completion of the Company's initial public offering, this 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. 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.

F11: Consists of Warrants exercisable for 76,053 and 1,425 shares of Series C Convertible Preferred Stock directly held by Polaris IV and Polaris EFund IV, respectively.

F12: Consists of 5,242 and 98 shares of Common Stock issuable upon exercise of the Warrants to purchase Common Stock held by Polaris IV and Polaris EFund IV, respectively.