Dare Bioscience, Inc. — Director's Dealing 2014

Apr 10, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Cerulean Pharma Inc. (CERU)
CIK: 0001401914
Period of Report: 2014-04-10

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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series C Convertible Preferred Stock	$		Common Stock (931485)		Indirect
Series D Convertible Preferred Stock	$		Common Stock (299213)		Indirect
7% Convertible Promissory Notes	$		Common Stock (192209)		Indirect
7% Convertible Promissory Notes	$		Common Stock (199875)		Indirect

Footnotes

F1: Shares of Series C Convertible Preferred Stock are convertible into Common Stock on a 0.0689-for-1 basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Company's initial public offering. The shares have no expiration date.

F2: Reflects a 1-for-14.5074 reverse stock split effected on March 31, 2014.

F3: 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.

F4: Shares of Series D Convertible Preferred Stock are convertible into Common Stock on a 0.0689-for-1 basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Company's initial public offering. The shares have no expiration date.

F5: The outstanding principal and accrued interest under the 7% Convertible Promissory Notes issued on August 15, 2013 are convertible after August 15, 2014, at the holder's election. The Notes have no expiration date. The outstanding prinicpal and accrued interest under the Notes will convert into shares of Common Stock automatically upon consummation of the Company's initial public offering.

F6: The number of shares of common stock is based upon a conversion of all principal and accrued interest on the Notes through April 15, 2014 at a conversion price of $7.00 per share of Common Stock, which is the initial public offering price.

F7: The outstanding principal and accrued interest under the 7% Convertible Promissory Notes issued on February 18, 2014 are convertible at any time after February 26, 2015 at the holder's election. The Notes have no expiration date. The outstanding principal and accrued interest under the Notes will convert into shares of Common Stock automatically upon the consummation of the Company's initial public offering at 77.5% of the initial public offering price.

F8: The number of shares of common stock is based upon a conversion of all principal and accrued interest on the Notes through April 15, 2014 at a conversion price equal to $5.43 per share of Common Stock, which is 77.5% of the initial public offering price of $7.00 per share.