SEC Form 4 · accession 0000899243-18-009614
Pulmatrix, Inc. · PULM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Apr 3, 2018
Accepted (ET)
Apr 5, 2018 · 8:27 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001574235
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Apr 3, 2018 | P$0 | 1,150,000 | — | A | 3,436,456 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Warrant (right to buy)F1,F2,F3 | $0.65 | Apr 3, 2018 | P | 1,150,000 | A | Apr 3, 2018 | Oct 3, 2018 | Common Stock | 1,150,000 | 1,150,000 | I |
| Series B Warrant (right to buy)F1,F2,F3 | $0.75 | Apr 3, 2018 | P | 1,150,000 | A | Apr 3, 2018 | Apr 3, 2023 | Common Stock | 1,150,000 | 1,150,000 | I |
Explanation of responses
- F1The 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.
- F2Securities 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.
- F3The 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.