Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"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
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Cerecor Inc.
(Name of Issuer)
Common Stock, $.001 par value per share
(Title of Class of Securities)
15671L109
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
x Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 15671L109
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13G
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Page 2 of 8
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1
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NAMES OF REPORTING PERSONS
Apple Tree Partners IV, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands exempted limited partnership
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NUMBER OF
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5
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SOLE VOTING POWER
0 shares
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SHARES
BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
595,436 shares
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EACH
REPORTING
PERSON
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7
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SOLE DISPOSITIVE POWER
0 shares
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WITH
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8
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SHARED DISPOSITIVE POWER
595,436 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
595,436 shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.90%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 15671L109
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13G
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Page 3 of 8
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1
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NAMES OF REPORTING PERSONS
ATP III GP, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands exempted limited partnership
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NUMBER OF
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5
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SOLE VOTING POWER
0 shares
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SHARES
BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
595,436 shares
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EACH
REPORTING
PERSON
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7
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SOLE DISPOSITIVE POWER
0 shares
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WITH
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8
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SHARED DISPOSITIVE POWER
595,436 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
595,436 shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.90%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP No. 15671L109
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13G
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Page 4 of 8
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1
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NAMES OF REPORTING PERSONS
Seth L. Harrison
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
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NUMBER OF
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5
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SOLE VOTING POWER
0 shares
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SHARES
BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
595,436 shares
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EACH
REPORTING
PERSON
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7
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SOLE DISPOSITIVE POWER
0 shares
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WITH
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8
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SHARED DISPOSITIVE POWER
595,436 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
595,436 shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.90%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 15671L109
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13G
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Page 5 of 8
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Item 1(a).
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Name of Issuer:
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Cerecor Inc. (the “Issuer”).
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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400 E. Pratt Street, Suite 606, Baltimore, Maryland 21202.
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Item 2(a).
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Names of Persons Filing:
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This statement is being filed by Apple Tree Partners IV, L.P. (“ATP IV”); ATP III GP, Ltd. (“ATP GP Ltd.”), which is the sole general partner of ATP IV; and Seth L. Harrison (“Harrison”), who is the sole director of ATP GP Ltd. ATP IV, ATP GP Ltd., and Harrison are sometimes referred to collectively herein as the “Reporting Persons”.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The address of the principal business office of ATP IV, ATP GP Ltd., and Harrison is Apple Tree Partners, 230 Park Avenue, Suite 2800, New York, NY 10169.
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Item 2(c).
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Citizenship:
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ATP IV is a Cayman Islands exempted limited partnership. ATP GP Ltd. is a Cayman Islands exempted company. Harrison is a United States citizen.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, $.001 par value (“Common Stock”).
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Item 2(e).
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CUSIP Number:
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15671L109.
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
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CUSIP No. 15671L109
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13G
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Page 6 of 8
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Item 4.
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Ownership.
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(a)
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Amount Beneficially Owned: ATP IV is the record owner of 595,436 shares of Common Stock as of December 31, 2015 (the “Shares”). As the sole general partner of ATP IV, ATP GP Ltd. may be deemed to own beneficially the Shares. As the sole director of ATP GP Ltd., Harrison may also be deemed to own beneficially the Shares.
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(b)
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Percent of Class: See Line 11 of cover sheets. The percentages set forth on the cover sheet for each Reporting Person are calculated based on 8,630,143 shares of Common Stock reported by the Issuer to be outstanding as of November 13, 2015 on Form 10-Q as filed with the Securities and Exchange Commission on November 13, 2015.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: See Line 5 of cover sheets.
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(ii)
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shared power to vote or to direct the vote: See Line 6 of cover sheets.
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(iii)
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sole power to dispose or to direct the disposition of: See Line 7 of cover sheets.
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(iv)
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shared power to dispose or to direct the disposition of: See Line 8 of cover sheets.
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Each Reporting Person disclaims beneficial ownership of such Securities except for the shares, if any, such Reporting Person holds of record.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable. The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-5(b).
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certification.
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Not applicable. This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d–1(c).
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Material to be Filed as Exhibits.
Exhibit 1 – Agreement regarding filing of joint Schedule 13G.
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CUSIP No. 15671L109
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13G
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Page 7 of 8
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 12, 2016
APPLE TREE PARTNERS IV, L.P.
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By:
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ATP III GP, Ltd.
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General Partner
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By: /s/ Seth L. Harrison
Seth L. Harrison
Director
ATP III GP, LTD.
By: /s/ Seth L. Harrison
Seth L. Harrison
Director
/s/ Seth L. Harrison
Seth L. Harrison
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CUSIP No. 15671L109
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13G
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Page 8 of 8
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EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Cerecor Inc.
EXECUTED this 12th day of February, 2016
APPLE TREE PARTNERS IV, L.P.
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By:
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ATP III GP, Ltd.
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General Partner
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By: /s/ Seth L. Harrison
Seth L. Harrison
Director
ATP III GP, LTD.
By: /s/ Seth L. Harrison
Seth L. Harrison
Director
/s/ Seth L. Harrison
Seth L. Harrison