Sec Form 4 Filing - ARMISTICE CAPITAL, LLC @ Cerecor Inc. - 2017-08-30

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ARMISTICE CAPITAL, LLC
2. Issuer Name and Ticker or Trading Symbol
Cerecor Inc. [ CERC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
510 MADISON AVENUE, 22ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/30/2017
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/30/2017 P 512 A $ 0.736 15,869,870 D ( 1 )
Common Stock 08/30/2017 P 0 A $ 0 15,869,870 I See Footnote ( 2 )
Common Stock 08/30/2017 P 0 A $ 0 15,869,870 I See Footnote ( 2 )
Common Stock 08/31/2017 P 25,100 A $ 0.7694 15,894,970 D ( 1 )
Common Stock 08/31/2017 P 0 A $ 0 15,894,970 I See Footnote ( 2 )
Common Stock 08/31/2017 P 0 A $ 0 15,894,970 I See Footnote ( 2 )
Common Stock 09/01/2017 P 5,030 A $ 0.736 15,900,000 D ( 1 )
Common Stock 09/01/2017 P 0 A $ 0 15,900,000 I See Footnote ( 2 )
Common Stock 09/01/2017 P 0 A $ 0 15,900,000 I See Footnote ( 2 )
Common Stock 09/01/2017 P 8,837 A $ 0.734 15,908,837 D ( 1 )
Common Stock 09/01/2017 P 0 A $ 0 15,908,837 I See Footnote ( 2 )
Common Stock 09/01/2017 P 0 A $ 0 15,908,837 I See Footnote ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
WARRANTS $ 0.4 ( 3 ) 06/30/2022 COMMON STOCK 14,285,714 14,285,714 D ( 1 )
WARRANTS $ 0.4 ( 3 ) 06/30/2022 COMMON STOCK 14,285,714 14,285,714 I See Footnote ( 2 )
WARRANTS $ 0.4 ( 3 ) 06/30/2022 COMMON STOCK 14,285,714 14,285,714 I See Footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ARMISTICE CAPITAL, LLC
510 MADISON AVENUE
22ND FLOOR
NEW YORK, NY10022
X X
Armistice Capital Master Fund Ltd.
C/O DMS CORPORATE SERVICES LTD.
20 GENESIS CLOSE, P.O. BOX 314
GRAND CAYMAN, E9KY1-1104
X
Boyd Steven
C/O ARMISTICE CAPITAL, LLC
510 MADISON AVENUE, 22ND FLOOR
NEW YORK, NY10022
X
Signatures
Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member 09/01/2017
Signature of Reporting Person Date
Armistice Capital Master Fund, Ltd. By: /s/ Steven Boyd, Director 09/01/2017
Signature of Reporting Person Date
/s/ Steven Boyd 09/01/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities are directly owned by Armistice Capital Master Fund, Ltd.
( 2 )The reported securities are directly owned by Armistice Capital Master Fund, Ltd., a Cayman Islands corporation, and may be deemed to be indirectly beneficially owned by Armistice Capital, LLC, as the investment manager of Armistice Capital Master Fund, Ltd. The reported securities may also be deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital, LLC and Director of Armistice Capital Master Fund, Ltd. Armistice Capital, LLC and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 3 )These warrants are currently exercisable.

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