Sec Form 4 Filing - Phillips Matthew V @ Cerecor Inc. - 2019-08-23

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 Phillips Matthew V 2. Issuer Name and Ticker or Trading Symbol Cerecor Inc. [ CERC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Commercial Officer (Last) (First) (Middle) C/O CERECOR INC., 540 GAITHER ROAD, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 08/23/2019 (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 08/23/2019 A 512,500 ( 1 ) A $ 1.07 512,500 I By LLC ( 2 ) Common Stock 1,020 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) $ 1.13 ( 3 ) 11/17/2027 Common Stock 100,000 100,000 D Stock Option (Right to Buy) $ 3.21 ( 4 ) 01/22/2028 Common Stock 100,000 100,000 D Stock Option (Right to Buy) $ 6.22 ( 5 ) 04/01/2029 Common Stock 145,000 145,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Phillips Matthew V C/O CERECOR INC. 540 GAITHER ROAD, SUITE 400 ROCKVILLE, MD20850 Chief Commercial Officer Signatures /s/ Donald R. Reynolds, by Power of Attorney 10/21/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Acquired pursuant to the Settlement Agreement effective August 23, 2019 by and among MVP Ventures, LLC, Freemantle LLC and LRS International LLC, in exchange for the settlement and termination of Freemantle LLC's and LRS International LLC's certain interests in the Issuer. ( 2 )MVP Ventures LLC ("MVP") is the record holder of the securities. The reporting person is the founder and principal of MVP and may be deemed to beneficially own the securities held by MVP. The reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. ( 3 )One fourth of the shares subject to the stock option will vest on November 17, 2018, and the remaining three-fourths of the shares subject to the stock option will vest in substantially equal monthly installments over the following 36 months, provided the Reporting Person is then still providing continuous service as an employee, director or consultant. ( 4 )One fourth of the shares subject to the stock option will vest on January 22, 2019, and the remaining three-fourths of the shares subject to the stock option will vest in substantially equal monthly installments over the following 36 months, provided the Reporting Person is then still providing continuous service as an employee, director or consultant. ( 5 )One fourth of the shares subject to the stock option will vest on April 1, 2020, and the remaining three-fourths of the shares subject to the stock option will vest in substantially equal monthly installments over the following 36 months, 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).

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