SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Pulmatrix, Inc. [ PULM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 08/28/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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) | $118(9) | 08/28/2020 | D(1) | 1,771(9) | (1) | 06/16/2025 | Common Stock | 1,771(9) | (1) | 0 | D | ||||
Stock Option (Right to Buy) | $118 | 08/28/2020 | A(1) | 1,771 | (1) | 09/01/2021 | Common Stock | 1,771 | (1) | 1,771 | D | ||||
Stock Option (Right to Buy) | $110(9) | 08/28/2020 | D(2) | 111(9) | (2) | 06/24/2025 | Common Stock | 111(9) | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $110 | 08/28/2020 | A(2) | 111 | (2) | 09/01/2021 | Common Stock | 111 | (2) | 111 | D | ||||
Stock Option (Right to Buy) | $28(9) | 08/28/2020 | D(3) | 880(9) | (3) | 02/03/2026 | Common Stock | 880(9) | (3) | 0 | D | ||||
Stock Option (Right to Buy) | $28 | 08/28/2020 | A(3) | 880 | (3) | 09/01/2021 | Common Stock | 880 | (3) | 880 | D | ||||
Stock Option (Right to Buy) | $27.8(9) | 08/28/2020 | D(4) | 440(9) | (4) | 03/20/2027 | Common Stock | 440(9) | (4) | 0 | D | ||||
Stock Option (Right to Buy) | $27.8 | 08/28/2020 | A(4) | 440 | (4) | 09/01/2021 | Common Stock | 440 | (4) | 440 | D | ||||
Stock Option (Right to Buy) | $4.68(9) | 08/28/2020 | D(5) | 12,400(9) | (5) | 06/05/2028 | Common Stock | 12,400(9) | (5) | 0 | D | ||||
Stock Option (Right to Buy) | $4.68 | 08/28/2020 | A(5) | 12,400 | (5) | 09/01/2021 | Common Stock | 12,400 | (5) | 12,400 | D | ||||
Stock Option (Right to Buy) | $1.06 | 08/28/2020 | D(6) | 15,000 | (6) | 05/16/2029 | Common Stock | 15,000 | (6) | 0 | D | ||||
Stock Option (Right to Buy) | $1.06 | 08/28/2020 | A(6) | 15,000 | (6) | 09/01/2021 | Common Stock | 15,000 | (6) | 15,000 | D | ||||
Stock Option (Right to Buy) | $1.54 | 08/28/2020 | D(7) | 15,000 | (7) | 01/09/2030 | Common Stock | 15,000 | (7) | 0 | D | ||||
Stock Option (Right to Buy) | $1.54 | 08/28/2020 | A(7) | 15,000 | (7) | 09/01/2021 | Common Stock | 15,000 | (7) | 15,000 | D | ||||
Stock Option (Right to Buy) | $1.28 | 08/28/2020 | D(8) | 10,000 | (8) | 04/02/2030 | Common Stock | 10,000 | (8) | 0 | D | ||||
Stock Option (Right to Buy) | $1.28 | 08/28/2020 | A(8) | 10,000 | (8) | 09/01/2021 | Common Stock | 10,000 | (8) | 10,000 | D |
Explanation of Responses: |
1. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on June 16, 2015 and vested 100% on June 16, 2020. The post-termination exercise period was extended to September 1, 2021. |
2. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on June 24, 2015 and vested 100% on June 16, 2020. The post-termination exercise period was extended to September 1, 2021. |
3. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on February 3, 2016 and vested 100% on February 3, 2020. The post-termination exercise period was extended to September 1, 2021. |
4. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on March 20, 2017 and provided for 25% vesting on March 20, 2018 and the remaining 75% to vest in thirty-six (36) equal monthly installments with 2.083% for each of the next thirty-six (36) months that follow March 20, 2018. Vesting was accelerated for 63 options that otherwise would not have become vested due to the reporting person's resignation. The post-termination exercise period was extended to September 1, 2021. |
5. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on June 5, 2018 and provided for 25% vesting on June 5, 2018 and the remaining 75% to vest in thirty-six (36) equal monthly installments with 2.083% for each of the next thirty-six (36) months that follow June 5, 2018. Vesting was accelerated for 2,581 options that otherwise would not have become vested due to the reporting person's resignation. The post-termination exercise period was extended to September 1, 2021. |
6. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on May 16, 2019 and provided for vesting in forty-eight (48) equal monthly installments on the 16th day of each month, with the first tranche vesting on June 16, 2019. Vesting was accelerated for 10,313 options that otherwise would not have become vested due to the reporting person's resignation. The post-termination exercise period was extended to September 1, 2021. |
7. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on January 9, 2020 and provided for vesting in forty-eight (48) equal monthly installments beginning on the first monthly anniversary of the date of grant. Vesting was accelerated for 12,813 options that otherwise would not have become vested due to the reporting person's resignation. The post-termination exercise period was extended to September 1, 2021. |
8. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on April 2, 2020 and provided for vesting in forty-eight (48) equal monthly installments beginning on the first monthly anniversary of the date of grant. Vesting was accelerated for 9,167 options that otherwise would not have become vested due to the reporting person's resignation. The post-termination exercise period was extended to September 1, 2021. |
9. The securities and exercise prices shown have been adjusted from the time of grant to reflect the Issuer's 1-for-10 reverse stock split on February 3, 2019. |
/s/ Steven Gillis | 09/01/2020 | |
** 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 Number. |