Sec Form 4 Filing - Pedder Simon @ Cerecor Inc. - 2019-05-24

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Pedder Simon
2. Issuer Name and Ticker or Trading Symbol
Cerecor Inc. [ CERC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Chairman of the Bd
(Last) (First) (Middle)
C/O CERECOR INC., 540 GAITHER ROAD, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
05/24/2019
(Street)
ROCKVILLE, MD20850
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 05/24/2019 A 250,000 ( 1 ) A $ 0 256,000 D
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
Stock Option (Right to Buy) $ 4.98 05/24/2019 A 300,000 ( 2 ) 05/24/2029 Common Stock 300,000 $ 0 300,000 D
Stock Option (Right to Buy) $ 5.17 ( 3 ) 04/15/2029 Common Stock 300,000 300,000 D
Stock Option (Right to Buy) $ 5.84 ( 4 ) 03/29/2029 Common Stock 882 882 D
Stock Option (Right to Buy) $ 3.23 ( 4 ) 12/31/2028 Common Stock 1,504 1,504 D
Stock Option (Right to Buy) $ 4.67 ( 4 ) 09/28/2028 Common Stock 990 990 D
Stock Option (Right to Buy) $ 4.34 ( 4 ) 06/29/2028 Common Stock 1,012 1,012 D
Stock Option (Right to Buy) $ 3.71 ( 4 ) 05/14/2028 Common Stock 8,357 8,357 D
Stock Option (Right to Buy) $ 4.14 ( 5 ) 04/06/2028 Common Stock 16,714 16,714 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pedder Simon
C/O CERECOR INC.
540 GAITHER ROAD, SUITE 400
ROCKVILLE, MD20850
X Executive Chairman of the Bd
Signatures
/s/ Donald R. Reynolds, by Power of Attorney 05/29/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The restricted stock units vest 50,000 shares immediately and the tax burden of this vest is to be covered by the Issuer and the remaining shares will vest in three substantially equal installments on April 10, 2020, 2021 and 2022, provided the Reporting Person is then still providing continuous service as an employee, director or consultant.
( 2 )The stock option was granted on May 24, 2019. One-third of the shares subject to the option will vest upon the Issuer's common stock closing at or above $8.00 per share for three consecutive trading days. The next one-third of the shares subject to the option will vest upon the Issuer's common stock closing at or above $10.50 per share for three consecutive trading days. The final one-third of the shares subject to the option will vest upon the Issuer's common stock closing at or above $13.00 per share for three consecutive trading days.
( 3 )The stock option was granted on April 15, 2019. One-third of the shares subject to the stock option will vest on the first anniversary of the date of grant, and the remaining two-thirds of the shares subject to the stock option will vest in equal monthly installments over the following 24 months, provided the Reporting Person is then still providing continuous service as an employee, director or consultant.
( 4 )The stock option is fully vested.
( 5 )The stock option will vest in three substantially equal installments on April 6, 2019, 2020 and 2021, provided the Reporting Person is then still providing continuous service as an employee, director or consultant.

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).
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.