Avalo Therapeutics (AVTX) Form 4 Cerecor / Randal Jones 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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X

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^*

Jones Randal

(Last) (First) (Middle)

4903 OAK HILL ROAD

(Street)

CHAPEL HILL NC 27514

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2018

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

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

	Form filed by One Reporting Person
X	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

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

1. Name and Address of Reporting Person^*

Jones Randal

(Last) (First) (Middle)

4903 OAK HILL ROAD

(Street)

CHAPEL HILL NC 27514

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fremantle, LLC

(Last) (First) (Middle)

4903 OAK HILL ROAD

(Street)

CHAPEL HILL NC 27514

(City) (State) (Zip)

Explanation of Responses:

Remarks:

On September 24, 2018, the Issuer entered into and subsequently consummated the transactions contemplated by an Agreement and Plan of Merger among the Issuer, ITX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Issuer, Second ITX Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer, Ichorion Therapeutics, Inc., a Delaware Corporation ("Ichorion"), and a Holders' Representative, providing for the merger of Ichorion with the Issuer, with Ichorion surviving as a wholly owned subsidiary of the Issuer (the "Merger"). The consideration for the Merger at closing consisted of 5,798,735 shares of the Issuer's Common Stock, par value $0.001 per share (the "Merger Shares"), as adjusted for Estimated Working Capital. As a result of the Issuer's issuance of the Merger Shares, the Reporting Persons' beneficial ownership of the Issuer is now below 10%, and the Reporting Persons are no longer subject to Section 16.

	/s/ Randal Jones	10/17/2018
	/s/ Fremantle, LLC by Randal Jones	10/17/2018
	** Signature of Reporting Person	Date
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