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^*
Huennekens R Scott

(Last) | (First) | (Middle)
C/O BELLEROPHON THERAPEUTICS, INC.
53 FRONTAGE ROAD, SUITE 301

(Street) 
HAMPTON | NJ | 08827

(City) | (State) | (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/12/2015

3. Issuer Name and Ticker or Trading Symbol 
Bellerophon Therapeutics, Inc. [ BLPH ]

4. Relationship of Reporting Person(s) to Issuer 
(Check all applicable) 
X | Director | | 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) 
X | Form filed by One Reporting Person
| 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)

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 | | |
Explanation of Responses:
Remarks:
No securities are beneficially owned. Exhibit Index: 24.1 Power of Attorney
No securities are beneficially owned.
| /s/ R. Scott Huennekens | 05/14/2015
| ** 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).
** 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 Number.
LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of Jonathan M. Peacock, Manesh Naidu and David Abrams,
signing singly and each acting individually, as the undersigned's true
and lawful attorney-in-fact with full power and authority as hereinafter
described to:
(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Bellerophon Therapeutics, Inc.
(the "Company"), Forms 3, 4, and 5 (including any amendments thereto) in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and
the rules thereunder (the "Exchange Act");
(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to prepare, complete and execute any
such Form 3, 4, or 5, prepare, complete and execute any amendment or
amendments thereto, and timely deliver and file such form with the United
States Securities and Exchange Commission (the "SEC") and any stock exchange
or similar authority, including without limitation the filing of a Form ID
or any other application materials to enable the undersigned to gain or
maintain access to the Electronic Data Gathering, Analysis and Retrieval
system of the SEC;
(3) seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to such attorney-in-fact and approves
and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted.  The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming nor relieving, nor is the
Company assuming nor relieving, any of the undersigned's responsibilities
to comply with Section 16 of the Exchange Act.  The undersigned acknowledges
that neither the Company nor the foregoing attorneys-in-fact assume (i) any
liability for the undersigned's responsibility to comply with the requirement
of the Exchange Act, (ii) any liability of the undersigned for any failure
to comply with such requirements, or (iii) any obligation or liability of
the undersigned for profit disgorgement under Section 16(b) of the Exchange
Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 14th day of May, 2015.

/s/ R. Scott Huennekens
Signature

R. Scott Huennekens
Print Name

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