SEC Form 4 · accession 0001144204-15-037757
Pulmatrix, Inc. · PULM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert W. Clarke
Officer — Chief Executive Officer · Director
Period of report
Jun 15, 2015
Accepted (ET)
Jun 17, 2015 · 8:26 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 | Jun 15, 2015 | A | 18,667 | — | A | 18,667 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3,F4,F1 | $2.20 | Jun 15, 2015 | A | 7,190 | A | — | Feb 10, 2020 | Common Stock | 7,190 | 7,190 | D |
| Stock Option (Right to Buy)F5,F4,F1 | $2.20 | Jun 15, 2015 | A | 2,413 | A | — | May 24, 2020 | Common Stock | 2,413 | 2,413 | D |
| Stock Option (Right to Buy)F6,F7,F1 | $2.20 | Jun 15, 2015 | A | 11,855 | A | — | Jun 15, 2021 | Common Stock | 11,855 | 11,855 | D |
| Stock Option (Right to Buy)F8,F4,F1 | $2.03 | Jun 15, 2015 | A | 23,710 | A | — | Jun 8, 2022 | Common Stock | 23,710 | 23,710 | D |
| Stock Option (Right to Buy)F9,F7,F1 | $2.03 | Jun 15, 2015 | A | 171,009 | A | — | Sep 18, 2022 | Common Stock | 171,009 | 171,009 | D |
| Stock Option (Right to Buy)F10,F11,F1 | $1.88 | Jun 15, 2015 | A | 65,626 | A | — | Oct 11, 2023 | Common Stock | 65,625 | 65,625 | D |
| Stock Option (Right to Buy)F12,F1 | $11.80 | Jun 16, 2015 | A | 407,907 | A | — | Jun 16, 2025 | Common Stock | 407,907 | 407,907 | D |
Explanation of responses
- F1Reflects a 1-for-2.5 reverse stock split effected on June 15, 2015.
- F10These securities were received in the Merger in exchange for a stock option to acquire 1,071,120 shares for $0.11 per share of common stock of the Former Entity.
- F11These options vested/vest over a four-year period, with 50% vesting on the first anniversary of the initial date of grant by the Former Entity and 4.167% vesting each month thereafter for twelve months.
- F12These options vest as to 25% on June 15, 2016 and 2.08% monthly thereafter. In the event of a change of control of the Issuer, the option shall become vested in full.
- F2On June 15, 2015, the Reporting Person received these shares of the Issuer's Common Stock in exchange for securities of a private company formerly known as Pulmatrix, Inc. (the "Former Entity") in connection with the merger of the Former Entity into the Issuer (the "Merger").
- F3These securities were received in the Merger in exchange for a stock option to acquire 121,293 shares for $0.13 per share of common stock of the Former Entity.
- F4These options are fully vested and exercisable.
- F5These securities were received in the Merger in exchange for a stock option to acquire 40,699 shares for $0.13 per share of common stock of the Former Entity.
- F6These securities were received in the Merger in exchange for a stock option to acquire 200,000 shares for $0.13 per share of common stock of the Former Entity.
- F7These options vested/vest over a four-year period, with 25% vesting on the first anniversary of the initial date of grant by the Former Entity and 2.083% vesting each month thereafter for thirty-six months.
- F8These securities were received in the Merger in exchange for a stock option to acquire 400,000 shares for $0.12 per share of common stock of the Former Entity.
- F9These securities were received in the Merger in exchange for a stock option to acquire 2,885,000 shares for $0.12 per share of common stock of the Former Entity.