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: LILLY ELI & CO (10% Owner)
Reporting Person: Lilly Ventures Fund I LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-15	Common Stock	C	931485	—	Acquired	931485	Indirect
2014-04-15	Common Stock	C	299213	—	Acquired	1230698	Indirect
2014-04-15	Common Stock	C	192209	—	Acquired	1422907	Indirect
2014-04-15	Common Stock	C	199875	—	Acquired	1622782	Indirect
2014-04-15	Common Stock	P	733445	$7.00	Acquired	2356227	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-15	Series C Convertible Preferred Stock	$	C	13513513	Disposed		Common Stock (931485)	Indirect
2014-04-15	Series D Convertible Preferred Stock	$	C	4340831	Disposed		Common Stock (299213)	Indirect
2014-04-15	7% Convertible Promissory Notes	$7.00	C		Disposed		Common Stock (192209)	Indirect
2014-04-15	7% Convertible Promissory Notes	$5.43	C		Disposed		Common Stock (199875)	Indirect

Footnotes

F1: 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.

F2: These shares are owned directly by Lilly Ventures Fund I LLC (the "Fund"). Eli Lilly and Company, as sole Managing Member of the Fund, and pursuant to provisions of the LLC Agreement of the Fund, has voting authority with respect to shares owned by the Fund.

F3: 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.

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 18, 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.