Pedder Simon Form 4 Cerecor / Simon Pedder ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Pedder Simon

(Last) (First) (Middle)

C/O CERECOR INC.

540 GAITHER ROAD, SUITE 400

(Street)

ROCKVILLE MD 20850

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cerecor Inc. [ CERC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Chairman of the Bd

3. Date of Earliest Transaction (Month/Day/Year)
05/24/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/24/2019		A		250,000(1)	A	$0	256,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$4.98	05/24/2019		A		300,000		(2)	05/24/2029	Common Stock	300,000	$0	300,000	D
Stock Option (Right to Buy)	$5.17							(3)	04/15/2029	Common Stock	300,000		300,000	D
Stock Option (Right to Buy)	$5.84							(4)	03/29/2029	Common Stock	882		882	D
Stock Option (Right to Buy)	$3.23							(4)	12/31/2028	Common Stock	1,504		1,504	D
Stock Option (Right to Buy)	$4.67							(4)	09/28/2028	Common Stock	990		990	D
Stock Option (Right to Buy)	$4.34							(4)	06/29/2028	Common Stock	1,012		1,012	D
Stock Option (Right to Buy)	$3.71							(4)	05/14/2028	Common Stock	8,357		8,357	D
Stock Option (Right to Buy)	$4.14							(5)	04/06/2028	Common Stock	16,714		16,714	D

Explanation of Responses:

1. The restricted stock units vest 50,000 shares immediately and the tax burden of this vest is to be covered by the Issuer and the remaining shares will vest in three substantially equal installments on April 10, 2020, 2021 and 2022, provided the Reporting Person is then still providing continuous service as an employee, director or consultant.

2. The stock option was granted on May 24, 2019. One-third of the shares subject to the option will vest upon the Issuer's common stock closing at or above $8.00 per share for three consecutive trading days. The next one-third of the shares subject to the option will vest upon the Issuer's common stock closing at or above $10.50 per share for three consecutive trading days. The final one-third of the shares subject to the option will vest upon the Issuer's common stock closing at or above $13.00 per share for three consecutive trading days.

3. The stock option was granted on April 15, 2019. One-third of the shares subject to the stock option will vest on the first anniversary of the date of grant, and the remaining two-thirds of the shares subject to the stock option will vest in equal monthly installments over the following 24 months, provided the Reporting Person is then still providing continuous service as an employee, director or consultant.

4. The stock option is fully vested.

5. The stock option will vest in three substantially equal installments on April 6, 2019, 2020 and 2021, provided the Reporting Person is then still providing continuous service as an employee, director or consultant.

	/s/ Donald R. Reynolds, by Power of Attorney	05/29/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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