July 13, 2017 - 4: Statement of changes in beneficial ownership of securities

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 OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ARMISTICE CAPITAL, LLC

2. Issuer Name and Ticker or Trading Symbol
Cerecor Inc. [CERC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

510 MADISON AVENUE, 22ND FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
07/06/2017

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/06/2017		C		11,940,000	A	$ 0.35	15,324,224	D ⁽³⁾
Common Stock	07/06/2017		C		11,940,000	A	$ 0.35	15,324,224	I	See Footnote ⁽⁴⁾
Common Stock	07/06/2017		C		11,940,000	A	$ 0.35	15,324,224	I	See Footnote ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

WARRANTS

$ 0.4 ⁽¹⁾ ⁽²⁾

06/30/2017

J⁽¹⁾⁽²⁾

14,285,714

06/30/2017

06/30/2022

COMMON STOCK

14,285,714

⁽¹⁾ ⁽²⁾

14,285,714

D ⁽³⁾

WARRANTS

$ 0.4 ⁽¹⁾ ⁽²⁾

06/30/2017

J⁽¹⁾⁽²⁾

14,285,714

06/30/2017

06/30/2022

COMMON STOCK

14,285,714

⁽¹⁾ ⁽²⁾

14,285,714

See Footnote ⁽⁴⁾

WARRANTS

$ 0.4 ⁽¹⁾ ⁽²⁾

06/30/2017

J⁽¹⁾⁽²⁾

14,285,714

06/30/2017

06/30/2022

COMMON STOCK

14,285,714

⁽¹⁾ ⁽²⁾

14,285,714

See Footnote ⁽⁴⁾

SERIES A CONVERTIBLE PREFERRED STOCK

$ 0.35 ⁽¹⁾ ⁽²⁾

07/06/2017

C⁽¹⁾⁽²⁾

4,179

06/30/2017

⁽⁵⁾

COMMON STOCK

11,940,000

⁽¹⁾ ⁽²⁾

D ⁽³⁾

SERIES A CONVERTIBLE PREFERRED STOCK

$ 0.35 ⁽¹⁾ ⁽²⁾

07/06/2017

C⁽¹⁾⁽²⁾

4,179

06/30/2017

⁽⁵⁾

COMMON STOCK

11,940,000

⁽¹⁾ ⁽²⁾

See Footnote ⁽⁴⁾

SERIES A CONVERTIBLE PREFERRED STOCK

$ 0.35 ⁽¹⁾ ⁽²⁾

07/06/2017

C⁽¹⁾⁽²⁾

4,179

06/30/2017

⁽⁵⁾

COMMON STOCK

11,940,000

⁽¹⁾ ⁽²⁾

See Footnote ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ARMISTICE CAPITAL, LLC 510 MADISON AVENUE 22ND FLOOR NEW YORK, NY 10022	X	X
Armistice Capital Master Fund Ltd. C/O DMS CORPORATE SERVICES LTD. 20 GENESIS CLOSE, P.O. BOX 314 GRAND CAYMAN, E9 KY1-1104		X
Boyd Steven C/O ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 22ND FLOOR NEW YORK, NY 10022	X	X

Signatures

Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member		07/13/2017
^**Signature of Reporting Person		Date
Armistice Capital Master Fund, Ltd. By: /s/ Steven Boyd, Director		07/13/2017
^**Signature of Reporting Person		Date
/s/ Steven Boyd		07/13/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These warrants and convertible preferred shares were acquired pursuant to a securities purchase agreement entered into on April 27, 2017, between the issuer and Armistice Capital Master Fund, Ltd. (the "Securities Purchase Agreement"). Pursuant to the Securities Purchase Agreement, Armistice Capital Master Fund, Ltd. agreed to purchase $5 million of the issuer's securities, consisting of (i) 2,345,714 shares of Common Stock at a purchase price of $0.35 per share, subject to adjustment as provided in the Securities Purchase Agreement, (ii) 4,179 shares of the issuer's newly-created Series A Convertible Preferred Stock, convertible into 11,940,000 shares of Common Stock at a conversion price of $0.35 per share, subject to adjustment as provided in the Securities Purchase Agreement, and (iii) warrants to purchase up to 14,285,714 shares of Common Stock at an exercise price of $0.40 per share, subject to adjustment as provided in the Securities Purchase Agreement.
(2)	(continued from Footnote 1) Pursuant to NASDAQ Capital Market rules and regulations, the Series A Preferred Stock became convertible into shares of Common Stock, and the warrants became exercisable, upon the shareholders of the issuer approving the private placement on June 30, 2017. The foregoing description is not, and does not purport to be, complete, and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which was filed on Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission by the issuer on April 28, 2017. On July 6, 2017, Armistice Capital Master Fund, Ltd. converted all of its 4,179 shares of Series A Convertible Preferred Stock into 11,940,000 shares of Common Stock at the exercise price of $0.35 per share.
(3)	The reported securities are directly owned by Armistice Capital Master Fund, Ltd.
(4)	The reported securities are directly owned by Armistice Capital Master Fund, Ltd., a Cayman Islands corporation, and may be deemed to be indirectly beneficially owned by Armistice Capital, LLC, as the investment manager of Armistice Capital Master Fund, Ltd. The reported securities may also be deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital, LLC and Director of Armistice Capital Master Fund, Ltd. Armistice Capital, LLC and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(5)	Each share of the Series A Convertible Preferred Stock is convertible at any time at the option of Armistice Capital Master Fund, Ltd. and has no expiration date.

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