SEC Form 3

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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1. Name and Address of Reporting Person* VENROCK ASSOCIATES IV L P (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/13/2018	3. Issuer Name and Ticker or Trading Symbol Bellerophon Therapeutics, Inc. [ BLPH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of 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

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)
Common Stock	6,011,793(1)	I(2)(3)	By funds

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: 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
Warrant (right to buy)	03/26/2018(4)	09/26/2022	Common Stock	4,149,378	1.242	I(3)(5)	By funds

1. Name and Address of Reporting Person* VENROCK ASSOCIATES IV L P (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip)

1. Name and Address of Reporting Person* Venrock Partners, L.P. (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip)

1. Name and Address of Reporting Person* VENROCK ENTREPRENEURS FUND IV L P (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip)

1. Name and Address of Reporting Person* Venrock Management IV, LLC (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip)

1. Name and Address of Reporting Person* Venrock Partners Management, LLC (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip)

1. Name and Address of Reporting Person* VEF Management IV, LLC (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip)

1. Name and Address of Reporting Person* Venrock Healthcare Capital Partners II, L.P. (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip)

1. Name and Address of Reporting Person* VHCP Management II, LLC (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip)

1. Name and Address of Reporting Person* VHCP Co-Investment Holdings II, LLC (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip)

1. Name and Address of Reporting Person* Koh Bong Y (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is the first of two Form 3s being filed to report the beneficial ownership of the following Reporting Persons: Venrock Associates IV, LP, Venrock Partners, LP, Venrock Entrepreneurs Fund IV, LP, Venrock Management IV, LLC, Venrock Partners Management, LLC, VEF Management IV, LLC, Venrock Healthcare Capital Partners II, LP, VHCP Management II, LLC, VHCP Co-Investment Holdings II, LLC, Bong Koh and Nimish Shah. Two Form 3s are being filed because each form can report a maximum of 10 reporting persons.

2. Consists of (i) 783,407 shares held by Venrock Associates IV, LP ("VA4"), (ii) 159,761 shares held by Venrock Partners, LP ("VP"), (iii) 19,247 shares held by Venrock Entrepreneurs Fund IV, LP ("VEF4"), (iv) 2,952,442 shares held by Venrock Healthcare Capital Partners II, LP ("VHCP2"), (v) 1,196,936 shares held by VHCP Co-Investment Holdings, LLC ("VHCP Co-2"), (vi) 818,190 shares held by Venrock Healthcare Capital Partners III, LP ("VHCP3") and (vii) 81,810 shares held by VHCP Co-Investment Holdings III, LLC ("VHCP Co-3").

3. Venrock Partners Management, LLC ("VPM") is the general partner of VP and may be deemed to beneficially own these securities. Venrock Management IV, LLC ("VM4") is the general partner of VA4 and may be deemed to beneficially own these securities. VHCP Management II, LLC ("VHCPM2") is the general partner of VHCP2 and the manager of VHCP Co-2 and may be deemed to beneficially own these securities. VHCP Management III, LLC ("VHCPM3") is the general partner of VHCP3 and the manager of VHCP Co-3 and may be deemed to beneficially own these shares. Bong Koh and Nimish Shah are the managing members of VHCPM2 and VHCPM3 and may be deemed to beneficially own these securities. Each of VPM, VM4, Bong Koh, Nimish Shah, VHCPM2 and VHCPM3 expressly disclaim beneficial ownership over these securities except to the extent of their indirect pecuniary interests therein.

4. These warrants are not exercisable to the extent that, after giving effect to any such exercise, the Reporting Persons' beneficial ownership in the issuer's outstanding common stock would exceed 4.99% (the "Beneficial Ownership Limitation"). The Beneficial Ownership Limitation may be increased or decreased by the warrant holder, but shall in no event exceed 9.99%.

5. Consists of (i) warrants to purchase an aggregate of 2,952,442 shares held by VHCP2 and (ii) warrants to purchase an aggregate of 1,196,936 shares held by VHCP Co-2.

Remarks:

	/s/ David L. Stepp, Authorized Signatory	08/16/2018
	/s/ David L. Stepp, Authorized Signatory	08/16/2018
	/s/ David L. Stepp, Authorized Signatory	08/16/2018
	/s/ David L. Stepp, Authorized Signatory	08/16/2018
	/s/ David L. Stepp, Authorized Signatory	08/16/2018
	/s/ David L. Stepp, Authorized Signatory	08/16/2018
	/s/ David L. Stepp, Authorized Signatory	08/16/2018
	/s/ David L. Stepp, Authorized Signatory	08/16/2018
	/s/ David L. Stepp, Authorized Signatory	08/16/2018
	/s/ David L. Stepp, as attorney-in-fact	08/16/2018
	** 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 5 (b)(v).
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