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) 06/15/2015 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 06/15/2015 | A | 1,179,066(1) | A | (2) | 1,179,066(1) | I | See Footnotes(3)(4)(5) | ||
Common Stock | 06/15/2015 | P | 32,059(1) | A | $6.875 | 1,211,125(1) | I | See Footnotes(3)(4)(5) | ||
Common Stock | 06/15/2015 | A | 22,099(1) | A | (6) | 22,099(1) | I | See Footnotes(4)(5)(7) | ||
Common Stock | 06/15/2015 | P | 601(1) | A | $6.875 | 22,700(1) | I | See Footnotes(4)(5)(7) | ||
Common Stock | 06/15/2015 | A | 2,626,762(1) | A | (8) | 2,626,762(1) | I | See Footnotes(9)(10)(11) | ||
Common Stock | 06/15/2015 | P | 71,438(1) | A | $6.875 | 2,698,200(1) | I | See Footnotes(9)(10)(11) | ||
Common Stock | 06/15/2015 | A | 18,110(1) | A | (12) | 18,110(1) | I | See Footnotes(10)(11)(13) | ||
Common Stock | 06/15/2015 | P | 489(1) | A | $6.875 | 18,599(1) | I | See Footnotes(10)(11)(13) | ||
Common Stock | 06/15/2015 | A | 26,172(1) | A | (14) | 26,172(1) | I | See Footnotes(10)(11)(15) | ||
Common Stock | 06/15/2015 | P | 714(1) | A | $6.875 | 26,886(1) | I | See Footnotes(10)(11)(15) | ||
Common Stock | 06/15/2015 | A | 51,330(1) | A | (16) | 51,330(1) | I | See Footnotes(10)(11)(17) | ||
Common Stock | 06/15/2015 | P | 1,392(1) | A | $6.875 | 52,692(1) | I | See Footnotes(10)(11)(17) |
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 | ||||||||
Warrants to Purchase Common Stock | $7.5625 | 06/15/2015 | A | 351,448 | (18)(19) | (18)(19) | Common Stock | 351,448(1) | (21) | 351,448 | I | See Footnotes(3)(4)(5) | |||
Warrants to Purchase Common Stock | $7.5625 | 06/15/2015 | A | 6,589 | (18)(19) | (18)(19) | Common Stock | 6,589(1) | (20) | 6,589 | I | See Footnotes(4)(5)(7) | |||
Warrants to Purchase Common Stock | $7.5625 | 06/15/2015 | A | 783,128 | (18)(19) | (18)(19) | Common Stock | 783,128(1) | (22) | 783,128 | I | See Footnotes(9)(10)(11) | |||
Warrants to Purchase Common Stock | $7.5625 | 06/15/2015 | A | 5,365 | (18)(19) | (18)(19) | Common Stock | 5,365(1) | (23) | 5,365 | I | See Footnotes(10)(11)(13) | |||
Warrants to Purchase Common Stock | $7.5625 | 06/15/2015 | A | 7,832 | (18)(19) | (18)(19) | Common Stock | 7,832(1) | (24) | 7,832 | I | See Footnotes(10)(11)(15) | |||
Warrants to Purchase Common Stock | $7.5625 | 06/15/2015 | A | 15,264 | (18)(19) | (18)(19) | Common Stock | 15,264(1) | (25) | 15,264 | I | See Footnotes(10)(11)(17) | |||
Stock Option (Right to Buy) | $11.8 | 06/15/2015 | A | 17,710 | (26) | 06/15/2025 | Common Stock | 17,710(1) | $0 | 17,710 | D |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Reflects a 1-for-2.5 reverse stock split effected on June 15, 2015. |
2. On June 15, 2015, Polaris Venture Partners IV, L.P. ("PVP IV") received these shares of the Issuer's Common Stock in exchange for securities of the company formerly known as Pulmatrix, Inc. (the "Former Entity") in connection with the merger of the Former Entity into the Issuer (the "Merger"). |
3. Represents securities of the Issuer owned directly by PVP IV. |
4. Polaris Venture Management Co. IV, L.L.C. ("PVM IV") is the general partner of PVP IV and Polaris Venture Partners Entrepreneurs' Fund IV, L.P. ("PVPE IV"). Each of Jonathan A. Flint and Terrance G. McGuire are the managing members of PVM IV. PVM IV disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM IV is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Each of Jonathan A. Flint and Terrance G. McGuire, in their respective capacities with regard to PVM IV, may be deemed to have shared voting and dispositive power over the shares held by each of PVP IV and PVPE IV. (continue on footnote 5) |
5. (continued from footnote 4) Each of Messrs. Flint and McGuire disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any 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 pecuniary interest therein. |
6. On June 15, 2015, PVPE IV received these shares of the Issuer's Common Stock in exchange for securities of the Former Entity in connection with the Merger. |
7. Represents securities of the Issuer owned directly by PVPE IV. |
8. On June 15, 2015, Polaris Venture Partners V, L.P. ("PVP V") received these shares of the Issuer's Common Stock in exchange for securities of the Former Entity in connection with the Merger. |
9. Represents securities of the Issuer owned directly by PVP V. |
10. Polaris Venture Management Co. V, LLC ("PVM V") is the general partner of PVP V, Polaris Venture Partners Founders' Fund V, L.P. ("PVPFF V"), Polaris Venture Partners Special Founders' Fund V, L.P. ("PVPSFF V") and Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVPEF V"). Each of Jonathan A. Flint and Terrance G. McGuire are the managing members of PVM V. PVM V disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM V is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Each of Jonathan A. Flint and Terrance G. McGuire, in their respective capacities with regard to PVM V, may be deemed to have shared voting and dispositive power over the shares held by each of PVP V, PVPFF V, PFPSFF V and PVPEF V. (continue on footnote 11) |
11. (continued from footnote 10) Each of Messrs. Flint and McGuire disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any 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 pecuniary interest therein. |
12. On June 15, 2015, PVPFF V received these shares of the Issuer's Common Stock in exchange for securities of the Former Entity in connection with the Merger. |
13. Represents securities of the Issuer owned directly by PVPFF V. |
14. On June 15, 2015, PVPSFF V received these shares of the Issuer's Common Stock in exchange for securities of the Former Entity in connection with the Merger. |
15. Represents securities of the Issuer owned directly by PVPSFF V. |
16. On June 15, 2015, PVPEF V received these shares of the Issuer's Common Stock in exchange for securities of the Former Entity in connection with the Merger. |
17. Represents securities of the Issuer owned directly by PVPEF V. |
18. These warrants are exercisable (the "Initial Exercise Date") upon the earliest to occur of (a) the Issuer entering into a strategic license agreement with a third party related to any of the Issuer's products pursuant to which the Issuer is guaranteed to receive consideration from such third party consisting of cash, marketable securities or a combination thereof having a value of at least $20,000,000 in the aggregate; (b) the Issuer consummating a public or private offering of Common Stock or common stock equivalents resulting in gross proceeds to the Issuer of at least $20,000,000 at a price per share of at least $4.00 (subject to adjustment for stock splits, reverse stock splits, stock dividends and other similar events, but no adjustment shall be made in respect of the Merger); (continue on footnote 19) |
19. (continued from footnote 18) (c) the volume weighted average price per share of Common Stock exceeding $5.00 (subject to adjustment for stock splits, reverse stock splits, stock dividends and other similar events, but no adjustment shall be made in respect of the Merger) for a period of sixty consecutive trading days and the average daily trading volume exceeds 100,000 (subject to adjustment for stock splits, reverse stock splits, stock dividends and other similar events, but no adjustment shall be made in respect of the Merger) shares of Common Stock per trading day; or (d) a change of control. These warrants expire five years from the Initial Exercise Date. |
20. On June 15, 2015, PVPE IV received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 111,153 shares of common stock of the Former Entity with an exercise price of $0.448266 in connection with the Merger. |
21. On June 15, 2015, PVP IV received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 5,929,112 shares of common stock of the Former Entity with an exercise price of $0.448266 in connection with the Merger. |
22. On June 15, 2015, PVP V received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 13,211,794 shares of common stock of the Former Entity with an exercise price of $0.448266 in connection with the Merger. |
23. On June 15, 2015, PVPFF V received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 90,502 shares of common stock of the Former Entity with an exercise price of $0.448266 in connection with the Merger. |
24. On June 15, 2015, PVPSFF V received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 132,117 shares of common stock of the Former Entity with an exercise price of $0.448266 in connection with the Merger. |
25. On June 15, 2015, PVPEF V received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 257,499 shares of common stock of the Former Entity with an exercise price of $0.448266 in connection with the Merger. |
26. The option vests as to 2.08% monthly for 48 months from the date of grant. |
/s/ Garrett Winslow, Attorney-in-Fact for Terrance McGuire | 06/17/2015 | |
/s/ Garrett Winslow, Attorney-in-Fact for Jonathan A. Flint | 06/17/2015 | |
/s/ Garrett Winslow, Attorney-in-Fact for Polaris Venture Management Co. IV, L.L.C. | 06/17/2015 | |
/s/ Garrett Winslow, Attorney-in-Fact for Polaris Venture Management Co. IV, L.L.C., general partner of Polaris Venture Partners Entrepreneurs' Fund IV, L.P. | 06/17/2015 | |
/s/ Garrett Winslow, Attorney-in-Fact for Polaris Venture Management Co. IV, L.L.C., general partner of Polaris Venture Partners IV, L.P. | 06/17/2015 | |
/s/ Garrett Winslow Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C. | 06/17/2015 | |
/s/ Garrett Winslow, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Entrepreneurs' Fund V, L.P. | 06/17/2015 | |
/s/ Garrett Winslow, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners V, L.P. | 06/17/2015 | |
/s/ Garrett Winslow Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Founders' Fund V, L.P. | 06/17/2015 | |
/s/ Garrett Winslow, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Special Founders' Fund V, L.P. | 06/17/2015 | |
** 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 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. |