SEC Form 4/A · accession 0001144204-15-039107
Pulmatrix, Inc. · PULM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
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 25, 2015 · 4:15 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,F8,F9,F10 | Jun 15, 2015 | P | 71,439 | $6.875 | A | 2,698,201 | I | See Footnotes |
| Common StockF1,F2,F9,F10,F11 | Jun 15, 2015 | P | 490 | $6.875 | A | 18,600 | I | See Footnotes |
| Common StockF1,F2,F9,F10,F12 | Jun 15, 2015 | P | 715 | $6.875 | A | 26,887 | I | See Footnotes |
| Common StockF1,F2,F9,F10,F13 | Jun 15, 2015 | P | 1,392 | $6.875 | A | 52,722 | 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 StockF17,F3,F4,F5,F6,F14,F15,F1 | $7.55 | Jun 15, 2015 | A | 351,448 | A | — | — | Common Stock | 351,448 | 351,448 | I |
| Warrants to Purchase Common StockF16,F4,F5,F7,F6,F14,F15,F1 | $7.55 | Jun 15, 2015 | A | 6,589 | A | — | — | Common Stock | 6,589 | 6,589 | I |
| Warrants to Purchase Common StockF18,F8,F9,F10,F6,F14,F15,F1 | $7.55 | Jun 15, 2015 | A | 783,128 | A | — | — | Common Stock | 783,128 | 783,128 | I |
| Warrants to Purchase Common StockF19,F9,F10,F11,F6,F14,F15,F1 | $7.55 | Jun 15, 2015 | A | 5,365 | A | — | — | Common Stock | 5,365 | 5,365 | I |
| Warrants to Purchase Common StockF20,F9,F10,F12,F6,F14,F15,F1 | $7.55 | Jun 15, 2015 | A | 7,832 | A | — | — | Common Stock | 7,832 | 7,832 | I |
| Warrants to Purchase Common StockF21,F9,F10,F13,F6,F14,F15,F1 | $7.55 | Jun 15, 2015 | A | 15,264 | A | — | — | Common Stock | 15,264 | 15,264 | I |
Explanation of responses
- F1Reflects a 1-for-2.5 reverse stock split effected on June 15, 2015.
- F10Each 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. 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.
- F11Represents securities of the Issuer owned directly by PVPFF V.
- F12Represents securities of the Issuer owned directly by PVPSFF V.
- F13Represents securities of the Issuer owned directly by PVPEF V.
- F14These 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); (continued on footnote 15)
- F15(continued from footnote 14) (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.
- F16On 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 a private company formerly known as Pulmatrix, Inc. (the "Former Entity") with an exercise price of $0.448266 in connection with the merger of the Former Entity into the Issuer (the "Merger").
- F17On 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.
- F18On 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.
- F19On 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.
- F2The initial Form 4 filed on June 17, 2015 by the Reporting Person understated the number of shares held Polaris Venture Partners V, L.P. ("PVP V") by one share, Polaris Venture Partners Founders' Fund V, L.P. ("PVPFF V") by one share, Polaris Venture Partners Special Founders' Fund V, L.P. ("PVPSFF V") by one share and Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVPEF V") by thirty shares. This Form 4/A is to correct the amount of shares held by each of PVP V, PVPFF V, PVPSFF V and PVPEF V.
- F20On 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.
- F21On 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.
- 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.
- F5Each 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 PVPEF IV. 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.
- F6The initial Form 4 filed on June 17, 2015 by the Reporting Person contained an exercise price for these warrants of $7.5625. This Form 4/A is being filed to correct the exercise price of the warrants to $7.55.
- F7Represents securities of the Issuer owned directly by PVPE IV.
- F8Represents securities of the Issuer owned directly by PVP V.
- F9Polaris Venture Management Co. V, LLC ("PVM V") is the general partner of PVP V, PVPFF V, PVPSFF V and 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.