Fremantle Form 3 Cerecor / Randal Jones 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^*

Jones Randal

(Last) (First) (Middle)

4903 OAK HILL ROAD

(Street)

CHAPEL HILL NC 27514

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/15/2018

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

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

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

5. 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 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)
Common Stock	3,767,442(1)	I	By Fremantle, LLC

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
Employee Stock Option (Right to Buy)	03/31/2018	08/15/2018(2)	Common Stock	2,056	4.29	D(2)
Employee Stock Option (Right to Buy)	12/31/2017	08/15/2018(2)	Common Stock	1,270	3.2	D(2)

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:

1. Fremantle, LLC, fka Fremantle Corporation ("Fremantle") is the record holder of the securities. Randal Jones is the founder and principal of Fremantle and may be deemed to beneficially own the securities held by Fremantle. The Reporting Persons disclaim beneficial ownership of the securities except to the extent of their pecuniary interest therein.

2. These securities are directly owned by Randal Jones, who is a Reporting Person. Pursuant to the Cerecor, Inc. Amended and Restated 2016 Equity Incentive Plan, as a result of Randal Jones' resignation from the Board of Directors of Cerecor, Inc. on May 15, 2018, the expiration date of the options became August 15, 2018.

	/s/ Randal Jones	10/17/2018
	/s/ Fremantle, LLC by Randal Jones	10/17/2018
	** 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).
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