North Bridge Venture Partners VI L P Form 4 Lyra Therapeutics / RICHARD A DAMORE ownership change

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^*

NBVM GP, LLC

(Last) (First) (Middle)

60 WILLIAM STREET, SUITE 350

(Street)

WELLESLEY MA 02481

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Lyra Therapeutics, Inc. [ LYRA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/12/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
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
Common Stock	04/12/2022		P(1)		1,076,851	A	$4.22	1,855,443	I	See footnote(2)
Common Stock	04/12/2022		P(1)		527,806	A	$4.22	909,424	I	See footnote(3)
Common Stock	04/12/2022		P(1)		765,010	A	$4.22	1,318,133	I	See footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

1. Name and Address of Reporting Person^*

NBVM GP, LLC

(Last) (First) (Middle)

60 WILLIAM STREET, SUITE 350

(Street)

WELLESLEY MA 02481

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DAMORE RICHARD A

(Last) (First) (Middle)

60 WILLIAM STREET, SUITE 350

(Street)

WELLESLEY MA 02481

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NORTH BRIDGE VENTURE PARTNERS V A LP

(Last) (First) (Middle)

60 WILLIAM STREET, SUITE 350

(Street)

WELLESLEY MA 02481

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NORTH BRIDGE VENTURE PARTNERS V-B LP

(Last) (First) (Middle)

60 WILLIAM STREET, SUITE 350

(Street)

WELLESLEY MA 02481

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

North Bridge Venture Partners VI L P

(Last) (First) (Middle)

60 WILLIAM STREET, SUITE 350

(Street)

WELLESLEY MA 02481

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

North Bridge Venture Management V, L.P.

(Last) (First) (Middle)

60 WILLIAM STREET, SUITE 350

(Street)

WELLESLEY MA 02481

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

North Bridge Venture Management VI, L.P.

(Last) (First) (Middle)

60 WILLIAM STREET, SUITE 350

(Street)

WELLESLEY MA 02481

(City) (State) (Zip)

Explanation of Responses:

1. The reportable securities were acquired pursuant to the Securities Purchase Agreement dated April 7, 2022 between the Issuer, North Bridge Venture Partners V-A, L.P. ("NBVP V-A"), North Bridge Venture Partners V-B, L.P. ("NBVP V-B"), North Bridge Venture Partners VI, L.P. ("NBVP VI") and certain other investors.

2. The reportable securities are owned directly by NBVP V-A. North Bridge Venture Management V, L.P. ("NBVM V") is the sole general partner of NBVP V-A and North Bridge Venture Management GP, LLC ("NBVM GP") is the sole general partner of NBVM V. Each of Edward T. Anderson ("Anderson"), a member of the Issuer's board of directors, and Richard A. D'Amore ("D'Amore") are the managing members of NBVM GP and may be deemed to have shared voting and dispositive power over the shares held by NBVP V-A. Each of NBVM V, NBVM GP, Anderson and D'Amore disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

3. The reportable securities are owned directly by NBVP V-B. NBVM V is the sole general partner of NBVP V-B and NBVM GP is the sole general partner of NBVM V. Each of Anderson, a member of the Issuer's board of directors, and D'Amore are the managing members of NBVM GP and may be deemed to have shared voting and dispositive power over the shares held by NBVP V-B. Each of NBVM V, NBVM GP, Anderson and D'Amore disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

4. The reportable securities are owned directly by NBVP VI. North Bridge Venture Management VI, L.P. ("NBVM VI") is the sole general partner of NBVP VI and NBVM GP is the sole general partner of NBVM VI. Each of Anderson, a member of the Issuer's board of directors, and D'Amore are the managing members of NBVM GP and may be deemed to have shared voting and dispositive power over the shares held by NBVP VI. Each of NBVM VI, NBVM GP, Anderson and D'Amore disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

Remarks:

	North Bridge Venture Partners V-A, L.P., /s/ Edward T. Anderson, Manager of NBVM GP, general partner of North Bridge Venture Management V, L.P., general partner of North Bridge Venture Partners V-A, L.P.	04/14/2022
	North Bridge Venture Partners V-B, L.P., /s/ Edward T. Anderson, Manager of NBVM GP, general partner of North Bridge Venture Management V, L.P., general partner of North Bridge Venture Partners V-B, L.P.	04/14/2022
	North Bridge Venture Partners VI, L.P., /s/ Edward T. Anderson, Manager of NBVM GP, general partner of North Bridge Venture Management VI, L.P., general partner of North Bridge Venture Partners VI, L.P.	04/14/2022
	North Bridge Venture Management V, L.P., /s/ Edward T. Anderson, Manager of NBVM GP, general partner of North Bridge Venture Management V, L.P.	04/14/2022
	North Bridge Venture Management GP, LLC, /s/ Edward T. Anderson, Manager of NBVM GP	04/14/2022
	North Bridge Venture Management VI, L.P., /s/ Edward T. Anderson, Manager of NBVM GP, general partner of North Bridge Venture Management VI, L.P.	04/14/2022
	/s/ Richard A. D'Amore	04/14/2022
	** Signature of Reporting Person	Date
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