| Item 1. | Security and Issuer. |
This Amendment No. 3 (the "Amendment No. 3") to the statement filed on Schedule 13D on June 25, 2015 (the "Original 13D"), as amended by Amendment No. 1 (the "Amendment No. 1") to the Original 13D filed February 15, 2017, and as amended by Amendment No. 2 (the "Amendment No. 2") filed on January 5, 2018, relating to the Common Stock, $0.0001 par value per share (the "Common Stock"), of Pulmatrix, Inc. (the "Issuer") having its principal executive office at 99 Hayden Avenue, Suite 390, Lexington, MA, 02421 (the "Original 13D", together with this Amendment No. 3, Amendment No. 2 and Amendment No. 1, the "Schedule 13D") amends the Original 13D as set forth herein.
Certain terms used but not defined in this Amendment No. 3 shall have the meanings assigned thereto in the Original 13D (as amended by Amendment No. 1 and Amendment No. 2). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Original 13D, Amendment No. 2 or Amendment No. 1.
| Item 2. | Identity and Background. |
| (a) | This statement is being filed by: (1) ARCH Venture Fund VII, L.P. ("ARCH Venture Fund VII"), (2) ARCH Venture Partners VII, L.P. ("AVP VII LP"), which is the sole general partner of ARCH Venture Fund VII, (3) ARCH Venture Partners VII, LLC ("AVP VII LLC"), which is the sole general partner of AVP VII LP, (4) Clinton Bybee ("Bybee"), (5) Keith Crandell ("Crandell"), and (6) Robert Nelsen ("Nelsen" and, together with Bybee and Crandell, collectively, the "Managing Directors" and each individually, a "Managing Director"). Each of the individuals and entities above shall be referred to herein individually as a "Reporting Person" and collectively as the "Reporting Persons". |
| (b) | The business address of each of the Reporting Persons is 8755 West Higgins Road, Suite 1025, Chicago, IL, 60631. |
| (c) | The principal business of ARCH Venture Fund VII is to invest and assist in developmental and emerging businesses located principally in the United States. The principal business of AVP VII LP is to act as the general partner of ARCH Venture Fund VII. The principal business of AVP VII LLC is to act as the general partner of AVP VII LP. The principal business of each of the Managing Directors is to act as managing directors of AVP VII LLC and a number of affiliated partnerships with similar businesses. |
| (d) | During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding. |
| (e) | During the five years prior to the date hereof, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. |
| (f) | Each of ARCH Venture Fund VII and AVP VII LP is a Delaware limited partnership. AVP VII LLC is a Delaware limited liability company. Each of the Managing Directors is a United States citizen. |
| CUSIP No. 74584P103 | 13D | Page 9 of 12 Pages |
Item 3. | Source and Amount of Funds or Other Consideration. |
On April 3, 2018, Pulmatrix, Inc., a Delaware corporation (the "Issuer"), completed its offering of 15,660,000 common units consisting of one share of Common Stock, one Series A warrant to purchase one share of Common Stock and one Series B warrant to purchase one share of Common Stock. Subsequent to the sale above, the underwriters exercised their option to purchase an additional 1,150,000 common units consisting of one share of Common Stock, one Series A warrant to purchase one share of Common Stock and one Series B warrant to purchase one share of Common Stock. The Series A warrants are exercisable, in whole or in part at any time, but may not be exercised to the extent that the holder would own more than 9.99% of the outstanding Common Stock immediately after exercise, as such percentage is determined in accordance with the terms of the Series A warrants. The Series B warrants are exercisable, in whole or in part at any time, but may not be exercised to the extent that the holder would own more than 9.99% of the outstanding Common Stock immediately after exercise, as such percentage is determined in accordance with the terms of the Series B warrants. In addition, on March 28, 2018, ARCH Venture Fund VII agreed with the Issuer, among other things, to waive its rights to exercise an aggregate of 797,506 shares underlying its warrants until such time that the Issuer has amended its Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock. On April 3, 2018, the Company also completed its offering of 7,840,000 pre-funded units.
ARCH Venture Fund VII purchased 1,150,000 common units.
The working capital of ARCH Venture Fund VII was the source of the funds for the purchase of the units. No part of the purchase price paid by this entity was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the shares of Common Stock described above. The total amount paid by ARCH Venture Fund VII for securities purchased in the above-listed transactions is as follows:
ARCH Venture Fund VII: $747,500.00
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Original 13D (as amended by Amendment No. 1 and Amendment No. 2) is hereby amended and restated in its entirety as follows:
| (a) | ARCH Venture Fund VII is the record owner of 3,436,456 shares of Common Stock (the "Record Shares"). ARCH Venture Fund VII is also the owner of 1,150,000 Series A warrants and 1,150,000 Series B warrants exerciseable for the purchase of shares of Common Stock, subject to the limitations described in Item 3. The number of shares of Common Stock beneficially owned by ARCH Venture Fund VII will fluctuate based on increases or decreases in outstanding shares of Common Stock and the number of authorized shares of Common Stock. |
AVP VII LP, as the sole general partner of ARCH Venture Fund VII, may be deemed to beneficially own the Record Shares. AVP VII LLC, as the sole general partner of AVP VII LP, may be deemed to beneficially own the Record Shares.
In addition, each of the Managing Directors may be deemed to share the power to direct the disposition and vote of the Record Shares. Each Reporting Person disclaims beneficial ownership of all securities except for the shares, if any, held of record by such Reporting Person.
| CUSIP No. 74584P103 | 13D | Page 10 of 12 Pages |
The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated based on 39,090,160 shares of Common Stock outstanding as of April 4, 2018, based on 37,940,160 shares of Common Stock reported by the Issuer to be outstanding based on review of the Issuer's 424B4 filed with the Securities and Exchange Commission on March 30, 2018 plus the 1,150,000 additional shares issued that the underwriters exercised as described in the Issuer's Form 8-K filed with the Securities and Exchange Commission on April 4, 2018 plus the shares of Common Stock that ARCH Venture Fund VII is eligible to purchase pursuant to its Series A warrants and Series B warrants.
| (a) | Regarding the number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: See line 7 of cover sheets. |
| (ii) | shared power to vote or to direct the vote: See line 8 of cover sheets. |
| (iii) | sole power to dispose or to direct the disposition: See line 9 of cover sheets. |
| (iv) | shared power to dispose or to direct the disposition: See line 10 of cover sheets. |
| (b) | See Item 3 above regarding the purchase of 1,150,000 common units by ARCH Venture Fund VII, L.P. |
| (c) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, shares beneficially owned by any of the Reporting Persons. |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1 – Power of Attorney (Incorporated by reference from Exhibit 24 to the Form 3 relating to the beneficial ownership of shares of Receptos, Inc. (file no. 001-35900) by the Reporting Persons filed with the Securities Exchange Commission on May 8, 2015).
Exhibit 2 – Agreement regarding filing of joint Schedule 13D.
| CUSIP No. 74584P103 | 13D | Page 11 of 12 Pages |
Exhibit 1
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 12, 2018
ARCH VENTURE FUND VII, L.P.
By: ARCH Venture Partners VII, L.P.
its General Partner
By: ARCH Venture Partners VII, LLC
its General Partner
By: *
Managing Director
ARCH VENTURE PARTNERS VII, L.P.
By: ARCH Venture Partners VII, LLC
its General Partner
By: *
Managing Director
ARCH VENTURE PARTNERS VII, LLC
* By: /s/ Mark McDonnell
Mark McDonnell as
Attorney-in-Fact
* This Schedule 13D was executed by Mark McDonnell pursuant to a Power of Attorney filed as Exhibit 1 to the Form 3 relating to the beneficial ownership of shares of Receptos, Inc. (file no. 001-35900) by the Reporting Persons filed with the Securities Exchange Commission on May 8, 2013 and incorporated herein in its entirety by reference.
| CUSIP No. 74584P103 | 13D | Page 12 of 12 Pages |
Exhibit 2
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Pulmatrix, Inc.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
Date: April 12, 2018
ARCH VENTURE FUND VII, L.P.
By: ARCH Venture Partners VII, L.P.
its General Partner
By: ARCH Venture Partners VII, LLC
its General Partner
By: *
Managing Director
ARCH VENTURE PARTNERS VII, L.P.
By: ARCH Venture Partners VII, LLC
its General Partner
By: *
Managing Director
ARCH VENTURE PARTNERS VII, LLC
* By: /s/ Mark McDonnell
Mark McDonnell as
Attorney-in-Fact
This Schedule 13D was executed by Mark McDonnell pursuant to a Power of Attorney filed as Exhibit 1 to the Form 3 relating to the beneficial ownership of shares of Receptos, Inc. (file no. 001-35900) by the Reporting Persons filed with the Securities Exchange Commission on May 8, 2013 and incorporated herein in its entirety by reference.
