Sec Form 3 Filing - VENROCK ASSOCIATES IV L P @ Bellerophon Therapeutics, Inc. - 2018-08-13

FORM 3 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 VENROCK ASSOCIATES IV L P 2. Issuer Name and Ticker or Trading Symbol Bellerophon Therapeutics, Inc. [ BLPH] 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 VENROCK, 3340 HILLVIEW AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 08/13/2018 (Street) PALO ALTO, CA94304 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 6,011,793 ( 1 ) I ( 2 ) ( 3 ) By funds

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 Warrant (right to buy) $ 1.242 03/26/2018( 4 ) 09/26/2022 Common Stock 4,149,378 I ( 3 ) ( 5 ) By funds

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VENROCK ASSOCIATES IV L P C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA94304 X Venrock Partners, L.P. C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA94304 X VENROCK ENTREPRENEURS FUND IV L P C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA94304 X Venrock Management IV, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA94304 X Venrock Partners Management, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA94304 X VEF Management IV, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA94304 X Venrock Healthcare Capital Partners II, L.P. C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA94304 X VHCP Management II, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA94304 X VHCP Co-Investment Holdings II, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA94304 X Koh Bong Y C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA94304 X Signatures /s/ David L. Stepp, Authorized Signatory 08/16/2018 Signature of Reporting Person Date /s/ David L. Stepp, Authorized Signatory 08/16/2018 Signature of Reporting Person Date /s/ David L. Stepp, Authorized Signatory 08/16/2018 Signature of Reporting Person Date /s/ David L. Stepp, Authorized Signatory 08/16/2018 Signature of Reporting Person Date /s/ David L. Stepp, Authorized Signatory 08/16/2018 Signature of Reporting Person Date /s/ David L. Stepp, Authorized Signatory 08/16/2018 Signature of Reporting Person Date /s/ David L. Stepp, Authorized Signatory 08/16/2018 Signature of Reporting Person Date /s/ David L. Stepp, Authorized Signatory 08/16/2018 Signature of Reporting Person Date /s/ David L. Stepp, Authorized Signatory 08/16/2018 Signature of Reporting Person Date /s/ David L. Stepp, as attorney-in-fact 08/16/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3 is the first of two Form 3s being filed to report the beneficial ownership of the following Reporting Persons: Venrock Associates IV, LP, Venrock Partners, LP, Venrock Entrepreneurs Fund IV, LP, Venrock Management IV, LLC, Venrock Partners Management, LLC, VEF Management IV, LLC, Venrock Healthcare Capital Partners II, LP, VHCP Management II, LLC, VHCP Co-Investment Holdings II, LLC, Bong Koh and Nimish Shah. Two Form 3s are being filed because each form can report a maximum of 10 reporting persons. ( 2 )Consists of (i) 783,407 shares held by Venrock Associates IV, LP ("VA4"), (ii) 159,761 shares held by Venrock Partners, LP ("VP"), (iii) 19,247 shares held by Venrock Entrepreneurs Fund IV, LP ("VEF4"), (iv) 2,952,442 shares held by Venrock Healthcare Capital Partners II, LP ("VHCP2"), (v) 1,196,936 shares held by VHCP Co-Investment Holdings, LLC ("VHCP Co-2"), (vi) 818,190 shares held by Venrock Healthcare Capital Partners III, LP ("VHCP3") and (vii) 81,810 shares held by VHCP Co-Investment Holdings III, LLC ("VHCP Co-3"). ( 3 )Venrock Partners Management, LLC ("VPM") is the general partner of VP and may be deemed to beneficially own these securities. Venrock Management IV, LLC ("VM4") is the general partner of VA4 and may be deemed to beneficially own these securities. VHCP Management II, LLC ("VHCPM2") is the general partner of VHCP2 and the manager of VHCP Co-2 and may be deemed to beneficially own these securities. VHCP Management III, LLC ("VHCPM3") is the general partner of VHCP3 and the manager of VHCP Co-3 and may be deemed to beneficially own these shares. Bong Koh and Nimish Shah are the managing members of VHCPM2 and VHCPM3 and may be deemed to beneficially own these securities. Each of VPM, VM4, Bong Koh, Nimish Shah, VHCPM2 and VHCPM3 expressly disclaim beneficial ownership over these securities except to the extent of their indirect pecuniary interests therein. ( 4 )These warrants are not exercisable to the extent that, after giving effect to any such exercise, the Reporting Persons' beneficial ownership in the issuer's outstanding common stock would exceed 4.99% (the "Beneficial Ownership Limitation"). The Beneficial Ownership Limitation may be increased or decreased by the warrant holder, but shall in no event exceed 9.99%. ( 5 )Consists of (i) warrants to purchase an aggregate of 2,952,442 shares held by VHCP2 and (ii) warrants to purchase an aggregate of 1,196,936 shares held by VHCP Co-2.

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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