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: Rock Springs Capital Management LP (Former 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-15	Common Stock	C	464365	—	Acquired	464365	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-15	7% Convertible Promissory Notes	$5.43	C		Disposed		Common Stock (464365)	Direct

Footnotes

F1: Represents the number of shares of Common Stock issued upon conversion of all principal and accrued interest on the 7% Convertible Promissory issued on March 6, 2014 Notes 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.