Arch Venture Fund VII Form 4 Pulmatrix / CLINTON BYBEE 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^*

GILLIS STEVEN

(Last) (First) (Middle)

8755 W HIGGINS, SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Pulmatrix, Inc. [ PULM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2018

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	04/03/2018		P		1,150,000	A	(1)	3,436,456	I	See Footnotes(2)(3)

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
Series A Warrant (right to buy)	$0.65	04/03/2018		P		1,150,000		04/03/2018	10/03/2018	Common Stock	1,150,000	(1)	1,150,000	I	See Footnotes(2)(3)
Series B Warrant (right to buy)	$0.75	04/03/2018		P		1,150,000		04/03/2018	04/03/2023	Common Stock	1,150,000	(1)	1,150,000	I	See Footnotes(2)(3)

1. Name and Address of Reporting Person^*

GILLIS STEVEN

(Last) (First) (Middle)

8755 W HIGGINS, SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Arch Venture Fund VII LP

(Last) (First) (Middle)

8755 W HIGGINS, SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Partners VII, L.P.

(Last) (First) (Middle)

8755 W. HIGGINS ROAD SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Partners VII, LLC

(Last) (First) (Middle)

8755 W. HIGGINS ROAD SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CRANDELL KEITH

(Last) (First) (Middle)

C/O ARCH VENTURE FUND VII

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BYBEE CLINTON

(Last) (First) (Middle)

C/O ARCH VENTURE FUND VII

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NELSEN ROBERT

(Last) (First) (Middle)

C/O ARCH VENTURE FUND VII

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

Explanation of Responses:

1. The reported securities were included within 1,150,000 Units purchased by ARCH Venture Fund VII, L.P. ("ARCH VII") for $0.65 per Unit. Each Unit consisted of one share of common stock, one Series A Warrant to purchase one share of common stock at an exercise price of $0.65 per share, and one Series B Warrant to purchase one share of common stock at an exercise price of $0.75 per share.

2. Securities held of record byARCH VII. The sole general partner of ARCH VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"), which may be deemed to have shared voting and investment power over the shares held by ARCH VII. The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"), which may be deemed to have shared voting and investment power over the shares held by ARCH VII. ARCH Partners VII and ARCH VII LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

3. The managing directors of ARCH VII LLC are Keith Crandell, Clinton Bybee and Robert Nelsen and they may be deemed to have shared voting and investment power over the shares held by ARCH VII. Dr. Steve Gillis owns an interest in ARCH Partners VII, but does not have dispositive or voting power. Messrs. Crandell, Bybee and Nelsen and Dr. Gillis disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

Remarks:

	/s/ Steve Gillis	04/05/2018
	/s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of the general partner of ARCH Venture Fund VII, L.P.	04/05/2018
	/s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of ARCH Venture Partners VII, L.P.	04/05/2018
	/s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of ARCH Venture Partners VII, LLC	04/05/2018
	/s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell	04/05/2018
	/s/ Mark McDonnell, as Attorney-in-Fact for Clinton Bybee	04/05/2018
	/s/ Mark McDonnell, as Attorney-in-Fact for Robert Nelsen	04/05/2018
	** Signature of Reporting Person	Date
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