Carvajal Alejandra Form 3 Cerulean Pharma / Alejandra Carvajal ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Carvajal Alejandra

(Last) (First) (Middle)

C/O CERULEAN PHARMA INC.

840 MEMORIAL DRIVE

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/26/2015

3. Issuer Name and Ticker or Trading Symbol
Cerulean Pharma Inc. [ CERU ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, General Counsel

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(1)	10/08/2024	Common Stock	55,000	4.4	D
Stock Option (Right to Buy)	(2)	02/05/2025	Common Stock	43,000	8.16	D

Explanation of Responses:

1. This option was granted October 8, 2015. The option vests as to 25% of the shares on the first anniversary of September 23, 2014 and as to an additional 1/48th of the original number of shares at the end of each month of continuous service thereafter.

2. This option was granted on February 5, 2015. The option vests as to 2.08333% of the underlying shares monthly through February 5, 2019.

Remarks:

	/s/ Alejandra Carvajal	06/30/2015
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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