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: Rock Springs Capital Management LP (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
7% Convertible Promissory Notes	$		Common Stock (464365)		Direct

Footnotes

F1: The outstanding principal and accrued interest under the 7% Convertible Promissory Notes issued on March 6, 2014 is 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 consummation of the Company's initial public offering at 77.5% of the initial public offering price.

F2: 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.