13D Filing: 5am Ventures Llc and Pulmatrix Inc. (NASDAQ:PULM)

CUSIP No. 74584P103

13D

1.

Names of Reporting Person
I.R.S. Identification No. of above persons (entities only)

5AM Partners, LLC (Partners)

2.

Check the Appropriate Box if a Member of a Group

(a)

 o

(b)

 x

3.

SEC Use Only

4.

Source of Funds (See Instructions)
AF

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

6.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
287,027 shares, all of which are owned directly by Ventures and Co-Investors.  Partners, the manager of Ventures and Co-Investors, may be deemed to have sole voting power, and Diekman and Schwab, the managing directors of Partners, may be deemed to have shared power to vote these shares. Rocklage is a director of and owns an interest in Partners and also may be deemed to have shared power to vote these shares.

8.

Shared Voting Power
See response to row 7

9.

Sole Dispositive Power
287,027 shares, all of which are owned directly by Ventures and Co-Investors.  Partners, the manager of Ventures and Co-Investors, may be deemed to have sole dispositive power, and Diekman and Schwab, the managing directors of Partners, may be deemed to have shared power to dispose of these shares. Rocklage is a director of and owns an interest in Partners and also may be deemed to have shared power to dispose of these shares.

10.

Shared Dispositive Power
See response to row 9.

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
287,027

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares  o

13.

Percent of Class Represented by Amount in Row 11
1.61%

14.

Type of Reporting Person
OO