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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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 * Gutry Phil	2. Issuer Name and Ticker or Trading Symbol Cerecor Inc. [ CERC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O CERECOR INC., 540 GAITHER ROAD, SUITE 400	3. Date of Earliest Transaction (MM/DD/YYYY) 3/31/2020
(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

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)	$2.48	3/31/2020		A		4310		(1)	3/31/2030	Common Stock	4310	$0	4310	D
Stock Option (Right to Buy)	$5.39							(1)	12/31/2029	Common Stock	2375		2375	D
Stock Option (Right to Buy)	$3.29							(1)	9/30/2029	Common Stock	3907		3907	D
Stock Option (Right to Buy)	$2.93							(2)	8/7/2029	Common Stock	25000		25000	D
Stock Option (Right to Buy)	$5.44							(1)	6/28/2029	Common Stock	2323		2323	D
Stock Option (Right to Buy)	$5.84							(1)	3/29/2029	Common Stock	1916		1916	D
Stock Option (Right to Buy)	$3.23							(1)	12/31/2028	Common Stock	3439		3439	D
Stock Option (Right to Buy)	$4.67							(1)	9/28/2028	Common Stock	2351		2351	D
Stock Option (Right to Buy)	$4.34							(1)	6/29/2028	Common Stock	2544		2544	D
Stock Option (Right to Buy)	$3.71							(1)	5/14/2028	Common Stock	8357		8357	D
Stock Option (Right to Buy)	$4.29							(1)	3/30/2028	Common Stock	2350		2350	D
Stock Option (Right to Buy)	$3.2							(1)	12/30/2027	Common Stock	3179		3179	D
Stock Option (Right to Buy)	$0.85							(1)	9/29/2027	Common Stock	10600		10600	D
Stock Option (Right to Buy)	$0.57							(1)	6/29/2027	Common Stock	8357		8357	D
Stock Option (Right to Buy)	$0.57							(1)	6/29/2027	Common Stock	14224		14224	D
Stock Option (Right to Buy)	$0.68							(1)	3/30/2027	Common Stock	10131		10131	D
Stock Option (Right to Buy)	$0.88							(1)	12/30/2026	Common Stock	3793		3793	D
Stock Option (Right to Buy)	$4.23							(1)	9/29/2026	Common Stock	886		886	D
Stock Option (Right to Buy)	$2.2							(1)	6/29/2026	Common Stock	1638		1638	D
Stock Option (Right to Buy)	$3.52							(1)	5/17/2026	Common Stock	8357		8357	D
Stock Option (Right to Buy)	$5.8							(1)	11/8/2025	Common Stock	16714		16714	D

Explanation of Responses:
(1)	The stock option is fully vested.
(2)	The stock option will vest in full on August 7, 2020, subject to the Reporting Person's continued service on such vesting date.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Gutry Phil C/O CERECOR INC. 540 GAITHER ROAD, SUITE 400 ROCKVILLE, MD 20850	X

Signatures
/s/ Donald R. Reynolds, by Power of Attorney		4/2/2020
**Signature of Reporting Person		Date