Sec Form 4 Filing - MPM BIOVENTURES V, L.P. @ Cerecor Inc. - 2015-10-20

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 MPM BIOVENTURES V, L.P. 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) (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT, 450 KENDALL STREET 3. Date of Earliest Transaction (MM/DD/YY) 10/20/2015 (Street) CAMBRIDGE, MA02142 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 10/20/2015 C 595,436 A 595,436 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 Series B Convertible Preferred Stock ( 1 ) 10/20/2015 C 16,672,224 ( 1 ) ( 1 ) Common Stock 595,436 $ 0 0 I See Footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MPM BIOVENTURES V, L.P. C/O MPM ASSET MANAGEMENT 450 KENDALL STREET CAMBRIDGE, MA02142 X MPM ASSET MANAGEMENT INVESTORS BV5 LLC C/O MPM ASSET MANAGEMENT 450 KENDALL STREET CAMBRIDGE, MA02142 X MPM BIOVENTURES V GP LLC C/O MPM ASSET MANAGEMENT 450 KENDALL STREET CAMBRIDGE, MA02142 X MPM BIOVENTURES V LLC C/O MPM ASSET MANAGEMENT 450 KENDALL STREET CAMBRIDGE, MA02142 X GADICKE ANSBERT C/O MPM ASSET MANAGEMENT 450 KENDALL STREET CAMBRIDGE, MA02142 X EVNIN LUKE C/O MPM ASSET MANAGEMENT 450 KENDALL STREET CAMBRIDGE, MA02142 X KAILIAN VAUGHN M C/O MPM ASSET MANAGEMENT 450 KENDALL STREET CAMBRIDGE, MA02142 X Scopa James Paul C/O MPM ASSET MANAGEMENT 450 KENDALL STREET CAMBRIDGE, MA02142 X Foley Todd C/O MPM ASSET MANAGEMENT 450 KENDALL STREET CAMBRIDGE, MA02142 X Signatures By Ansbert Gadicke, member of MPM BioVentures V LLC, the managing member of MPM BioVentures V GP LLC /s/ Ansbert Gadicke 10/20/2015 Signature of Reporting Person Date By Ansbert Gadicke, member of MPM BioVentures V LLC, the managing member of MPM BioVentures V GP LLC, the general partner of MPM BioVentures V, L.P. /s/ Ansbert Gadicke 10/20/2015 Signature of Reporting Person Date By Ansbert Gadicke, member of MPM BioVentures V LLC, the manager of MPM Asset Management Investors BV5 LLC /s/ Ansbert Gadicke 10/20/2015 Signature of Reporting Person Date /s/ Luke Evnin 10/20/2015 Signature of Reporting Person Date /s/ Todd Foley 10/20/2015 Signature of Reporting Person Date /s/ Ansbert Gadicke 10/20/2015 Signature of Reporting Person Date /s/ Vaughn M. Kailian 10/20/2015 Signature of Reporting Person Date /s/ James Paul Scopa 10/20/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Series B Convertible Preferred Stock (the "Series B Shares") automatically converted into Common Stock on a 1-for-0.03571 basis and had no expiration date. ( 2 )The shares are held as follows: 573,170 by MPM BioVentures V, L.P. ("BV V") and 22,266 by MPM Asset Management Investors BV5 LLC ("AM BV5"). MPM BioVentures V GP LLC ("BV GP") is the general partner of BV V. MPM BioVentures V LLC ("BV LLC") is the managing member of BV GP and AM BV5. Ansbert Gadicke, Luke Evnin, Vaughn M. Kailian, James Paul Scopa and Todd Foley are the members of BV LLC. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.

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).

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