Statement of Changes in Beneficial Ownership (4)

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

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3235-0287

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

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/YYYY) 8/23/2019
(Street) ROCKVILLE, MD 20850 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	8/23/2019		A		512500 (1)	A	$1.07	512500	I	By LLC (2)
Common Stock								1020	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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	100000		100000	D
Stock Option (Right to Buy)	$3.21							(4)	1/22/2028	Common Stock	100000		100000	D
Stock Option (Right to Buy)	$6.22							(5)	4/1/2029	Common Stock	145000		145000	D

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.

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, MD 20850			Chief Commercial Officer

Signatures
/s/ Donald R. Reynolds, by Power of Attorney		10/21/2019
**Signature of Reporting Person		Date

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

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