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)

Dr. Scott Rocklage (Rocklage)

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
U.S. Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
-0-

8.

Shared Voting Power
297,250 shares, of which 10,223 shares are owned directly by Rocklage (all of which are options to purchase shares of Common Stock exercisable within 60 days of this Schedule 13D) and 287,027 shares 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 Rocklage, a director of Partners who owns an interest in Partners, may be deemed to have shared power to vote the shares owned directly by Ventures and Co-Investors.

9.

Sole Dispositive Power
-0-

10.

Shared Dispositive Power
297,250 shares, of which 10,223 shares are owned directly by Rocklage (all of which are options to purchase shares of Common Stock exercisable within 60 days of the date of this Schedule 13D) and 287,027 shares 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 Rocklage, a director of Partners who owns an interest in Partners, may be deemed to have shared power to dispose of the shares owned directly by Ventures and Co-Investors.

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
297,250

12.

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

13.

Percent of Class Represented by Amount in Row 11
1.67%

14.

Type of Reporting Person
IN