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: VENROCK ASSOCIATES V LP (10% Owner)
Reporting Person: VENROCK PARTNERS V L P (10% Owner)
Reporting Person: Venrock Entrepreneurs Fund V, L.P. (10% Owner)
Reporting Person: Venrock Management V, LLC (10% Owner)
Reporting Person: Venrock Partners Management V, LLC (10% Owner)
Reporting Person: VEF Management V, LLC (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (355307)		Indirect
Series B Convertible Preferred Stock	$		Common Stock (128827)		Indirect
Series B-1 Convertible Preferred Stock	$		Common Stock (292675)		Indirect
Series C Convertible Preferred Stock	$		Common Stock (409728)		Indirect
Series D Convertible Preferred Stock	$		Common Stock (379160)		Indirect
Warrant to purchase Series C Preferred Stock	$0.74	2017-11-12	Series C Convertible Preferred Stock (275977)		Indirect
7% Convertible Promissory Notes	$		Common Stock (247501)		Indirect
7% Convertible Promissory Notes	$		Common Stock (257529)		Indirect

Footnotes

F1: Shares of Series A Convertible Preferred Stock are convertible into Common Stock on a 0.0924-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: Consists of 320,594, 27,181 and 7,532 shares of Common Stock issuable upon conversion of Series A Convertible Preferred Stock held by Venrock Associates V, LP ("VA5"), Venrock Partners V, LP ("VP5") and Venrock Entrepreneurs V, LP ("VE5" and collectively with VA5 and VP5, the "Venrock Funds").

F3: Reflects a 1-for-14.5074 reverse stock split effected on March 31, 2014.

F4: Venrock Management V, LLC ("VM5"), Venrock Partners Management V, LLC ("VPM5") and VEF Management V, LLC ("VEFM5") are the sole general partners of VA5, VP5 and VEF5, respectively, and may be deemed to own the shares held by the Venrock Funds. VM5, VPM5 and VEFM5 disclaim beneficial ownership of all the shares held by the Venrock Funds except to the extent of their proportionate pecuniary interest therein.

F5: Shares of Series B Convertible Preferred Stock are convertible into Common Stock on a 0.1130-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.

F6: Consists of 116,241, 9,855 and 2,731 shares of Common Stock issuable upon conversion of Series B Convertible Preferred Stock held by VA5, VP5 and VE5, respectively.

F7: Shares of Series B-1 Convertible Preferred Stock are convertible into Common Stock on a 0.1863-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.

F8: Consists of 264,082, 22,389 and 6,204 shares of Common Stock issuable upon conversion of Series B-1 Convertible Preferred Stock held by VA5, VP5 and VE5, respectively.

F9: 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.

F10: Consists of 369,699, 31,344 and 8,685 shares of Common Stock issuable upon conversion of Series C Convertible Preferred Stock held by VA5, VP5 and VE5, respectively.

F11: 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.

F12: Consists of 342,118, 29,005 and 8,037 shares of common stock issuable upon conversion of Series D Convertible Preferred Stock held by VA5, VP5 and VE5, respectively.

F13: In connection with the completion of the Company's initial public offering of Common Stock the warrant to purchase Series C Convertible Preferred Stock shall automatically convert into a warrant to purchase Common Stock on a 0.0689-for-1 basis and are exercisable at any time at the holder's election.

F14: Consists of 249,015, 21,112 and 5,850 shares of Series C Convertible Preferred Stock issuable upon exercise of the warrants to purchase Series C Convertible Preferred Stock held by VA5, VP5 and VE5, respectively.

F15: 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 principal and accrued interest under the Notes will convert into shares of Common Stock automatically upon consummation of the Company's initial
public offering.

F16: 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.

F17: Consists of 223,320, 18,934 and 5,247 shares of Common Stock issuable upon conversion of the 7% Convertible Promissory Notes held by VA5, VP5 and VE5, respectively.

F18: The outstanding principal and accrued interest under the 7% Convertible Promissory Notes issued on February 14, 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 accured interest under the Notes will convert into shares of Common Stock automatically upon consummation of the Company's initial public offering.

F19: 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.

F20: Consists of 232,368, 19,701 and 5,460 shares of Common Stock issuable upon conversion of the 7% Convertible Promissory Notes held by VA5, VP5 and VE5, respectively.