October 14, 2015 - 3: Initial statement of beneficial ownership of securities

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Apple Tree Partners IV, L.P.

2. Date of Event Requiring Statement (Month/Day/Year)
10/14/2015

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

(Last)

(First)

(Middle)

230 PARK AVENUE, SUITE 2800

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

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

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

(Street)

NEW YORK, NY 10169

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 Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	595,436 ⁽²⁾	$ ⁽¹⁾	D ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Apple Tree Partners IV, L.P. 230 PARK AVENUE, SUITE 2800 NEW YORK, NY 10169	X	X
ATP III GP, Ltd. 230 PARK AVENUE, SUITE 2800 NEW YORK, NY 10169	X	X
Harrison Seth Loring 230 PARK AVENUE, SUITE 2800 NEW YORK, NY 10169	X	X

Signatures

By Seth L. Harrison, Director of ATP III GP, Ltd, general partner of Apple Tree Partners IV, L.P. /s/ Seth L. Harrison		10/14/2015
^**Signature of Reporting Person		Date
By Seth L. Harrison, Director of ATP III GP, Ltd. /s/ Seth L. Harrison		10/14/2015
^**Signature of Reporting Person		Date
/s/ Seth L. Harrison		10/14/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	The shares of Series B Convertible Preferred Stock (the "Series B Shares") will convert automatically into Common Stock, on a 1-for-0.03571 basis, immediately prior to the closing of the Issuer's initial public offering, and have no expiration date.
(2)	Reflects the conversion of the Series B Shares into shares of Common Stock.
(3)	These shares are held by Apple Tree Partners IV, L.P. ("ATP IV"). ATP III GP, Ltd. (the "GP") is the sole general partner of ATP IV. Dr. Seth L. Harrison is the sole director of the GP. Dr. Seth L. Harrison disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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