SEC Form 4 · accession 0001144204-15-037761
Pulmatrix, Inc. · PULM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Scott M Rocklage
Director
Period of report
Jun 15, 2015
Accepted (ET)
Jun 17, 2015 · 8:28 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 | Jun 15, 2015 | A | 1,158,164 | — | A | 1,158,164 | I | See Footnote |
| Common StockF1,F3 | Jun 16, 2015 | P | 33,990 | $6.875 | A | 1,192,154 | I | See Footnote |
| Common StockF1,F4,F5 | Jun 15, 2015 | A | 164,058 | — | A | 164,058 | I | See Footnote |
| Common StockF1,F5 | Jun 16, 2015 | P | 4,815 | $6.875 | A | 168,873 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants to Purchase Common StockF6,F3,F7,F8,F1 | $7.5625 | Jun 15, 2015 | A | 372,606 | A | — | — | Common Stock | 372,606 | 372,606 | I |
| Warrants to Purchase Common StockF9,F5,F7,F8,F1 | $7.5625 | Jun 15, 2015 | A | 52,784 | A | — | — | Common Stock | 52,784 | 52,784 | I |
| Stock Option (Right to Buy)F10,F1 | $11.80 | Jun 16, 2015 | A | 17,710 | A | — | Jun 16, 2025 | Common Stock | 17,710 | 17,710 | D |
Explanation of responses
- F1Reflects a 1-for-2.5 reverse stock split effected on June 15, 2015.
- F10The option vests as to 2.08% monthly for 48 months from the date of grant.
- F2On June 15, 2015, 5AM Ventures, LLC 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").
- F3Represents securities held of record by 5AM Ventures, LLC. 5AM Partners, LLC is the general partner of 5AM Ventures, LLC and may be deemed to have beneficial ownership over the shares beneficially owned by 5AM Ventures, LLC. Dr. John Diekman and Andrew Schwab, the managing directors of 5AM Partners, LLC, may be deemed to have beneficial ownership over the shares beneficially owned by 5AM Ventures, LLC. Dr. Rocklage is a director of and owns an interest in 5AM Partners, LLC and also may be deemed to have beneficial ownership over the shares beneficially owned by 5AM Ventures, LLC. Each of 5AM Partners, LLC, Dr. Diekman, Mr. Schwab and Dr. Rocklage disclaim beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.
- F4On June 15, 2015, 5AM Co-Investors, LLC received these shares of the Issuer's Common Stock in exchange for securities of the Former Entity in connection with the Merger.
- F5Represents securities held of record by 5AM Co-Investors, LLC. 5AM Partners, LLC is the general partner of 5AM Co-Investors, LLC and may be deemed to have beneficial ownership over the shares beneficially owned by 5AM Co-Investors, LLC. Dr. John Diekman and Andrew Schwab, the managing directors of 5AM Partners, LLC, may be deemed to have beneficial ownership over the shares beneficially owned by 5AM Co-Investors, LLC. Dr. Rocklage is a director of and owns an interest in 5AM Partners, LLC and also may be deemed to have beneficial ownership over the shares beneficially owned by 5AM Co-Investors, LLC. Each of 5AM Partners, LLC, Dr. Diekman, Mr. Schwab and Dr. Rocklage disclaim beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.
- F6On June 15, 2015, 5AM Ventures, LLC received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 6,286,069 shares of common stock of the Former Entity with an exercise price of $0.448266 in connection with the Merger.
- F7These 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 per share (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 8)
- F8(continued from footnote 7) (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.
- F9On June 15, 2015, 5AM Co-Investors, LLC received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 890,490 shares of common stock of the Former Entity with an exercise price of $0.448266 in connection with the Merger.