SEC Form 4 · accession 0001144204-15-037774
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 owners
Terrance McGuire
Director · 10% Owner
POLARIS VENTURE PARTNERS IV LP
10% Owner
Polaris Venture Management Co IV LLC
10% Owner
Jonathan A Flint
10% Owner
Polaris Venture Partners V, L.P.
10% Owner
Period of report
Jun 15, 2015
Accepted (ET)
Jun 17, 2015 · 9:19 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,F4,F5 | Jun 15, 2015 | A | 1,179,066 | — | A | 1,179,066 | I | See Footnotes |
| Common StockF1,F3,F4,F5 | Jun 15, 2015 | P | 32,059 | $6.875 | A | 1,211,125 | I | See Footnotes |
| Common StockF1,F6,F4,F5,F7 | Jun 15, 2015 | A | 22,099 | — | A | 22,099 | I | See Footnotes |
| Common StockF1,F4,F5,F7 | Jun 15, 2015 | P | 601 | $6.875 | A | 22,700 | I | See Footnotes |
| Common StockF1,F8,F9,F10,F11 | Jun 15, 2015 | A | 2,626,762 | — | A | 2,626,762 | I | See Footnotes |
| Common StockF1,F9,F10,F11 | Jun 15, 2015 | P | 71,438 | $6.875 | A | 2,698,200 | I | See Footnotes |
| Common StockF1,F12,F10,F11,F13 | Jun 15, 2015 | A | 18,110 | — | A | 18,110 | I | See Footnotes |
| Common StockF1,F10,F11,F13 | Jun 15, 2015 | P | 489 | $6.875 | A | 18,599 | I | See Footnotes |
| Common StockF1,F14,F10,F11,F15 | Jun 15, 2015 | A | 26,172 | — | A | 26,172 | I | See Footnotes |
| Common StockF1,F10,F11,F15 | Jun 15, 2015 | P | 714 | $6.875 | A | 26,886 | I | See Footnotes |
| Common StockF1,F16,F10,F11,F17 | Jun 15, 2015 | A | 51,330 | — | A | 51,330 | I | See Footnotes |
| Common StockF1,F10,F11,F17 | Jun 15, 2015 | P | 1,392 | $6.875 | A | 52,692 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants to Purchase Common StockF21,F3,F4,F5,F18,F19,F1 | $7.5625 | Jun 15, 2015 | A | 351,448 | A | — | — | Common Stock | 351,448 | 351,448 | I |
| Warrants to Purchase Common StockF20,F4,F5,F7,F18,F19,F1 | $7.5625 | Jun 15, 2015 | A | 6,589 | A | — | — | Common Stock | 6,589 | 6,589 | I |
| Warrants to Purchase Common StockF22,F9,F10,F11,F18,F19,F1 | $7.5625 | Jun 15, 2015 | A | 783,128 | A | — | — | Common Stock | 783,128 | 783,128 | I |
| Warrants to Purchase Common StockF23,F10,F11,F13,F18,F19,F1 | $7.5625 | Jun 15, 2015 | A | 5,365 | A | — | — | Common Stock | 5,365 | 5,365 | I |
| Warrants to Purchase Common StockF24,F10,F11,F15,F18,F19,F1 | $7.5625 | Jun 15, 2015 | A | 7,832 | A | — | — | Common Stock | 7,832 | 7,832 | I |
| Warrants to Purchase Common StockF25,F10,F11,F17,F18,F19,F1 | $7.5625 | Jun 15, 2015 | A | 15,264 | A | — | — | Common Stock | 15,264 | 15,264 | I |
| Stock Option (Right to Buy)F26,F1 | $11.80 | Jun 15, 2015 | A | 17,710 | A | — | Jun 15, 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.
- F10Polaris 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)
- F11(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.
- F12On 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.
- F13Represents securities of the Issuer owned directly by PVPFF V.
- F14On 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.
- F15Represents securities of the Issuer owned directly by PVPSFF V.
- F16On 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.
- F17Represents securities of the Issuer owned directly by PVPEF V.
- F18These 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)
- F19(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.
- F2On 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").
- F20On 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.
- F21On 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.
- F22On 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.
- F23On 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.
- F24On 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.
- F25On 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.
- F26The option vests as to 2.08% monthly for 48 months from the date of grant.
- F3Represents securities of the Issuer owned directly by PVP IV.
- F4Polaris 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)
- F5(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.
- F6On 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.
- F7Represents securities of the Issuer owned directly by PVPE IV.
- F8On 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.
- F9Represents securities of the Issuer owned directly by PVP V.