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

 

CUSIP No. 74584P103

13D

 

Statement on Schedule 13D

 

This Amendment No. 1 supplements and amends the Schedule 13D that was originally filed on June 25, 2015 (the Original Schedule 13D) and is being filed by 5AM Ventures, LLC (Ventures), a Delaware limited liability company, 5AM Co-Investors, LLC (Co-Investors), a Delaware limited liability company, 5AM Partners, LLC (Partners) Delaware limited liability company, Dr. John Diekman (Diekman), Andrew Schwab (Schwab) and Dr. Scott Rocklage (Rocklage and collectively with Ventures, Co-Investors, Partners, Diekman and Schwab, Reporting Persons). Capitalized terms not defined in this Amendment No. 1 have the meanings ascribed to them in the Original Schedule 13D.

 

ITEM 5.                        INTEREST IN SECURITIES OF THE ISSUER.

 

(a,b)                 Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person.  Regarding percentage beneficial ownership, see Row 13 of the cover page of each Reporting Person.  Regarding sole power to vote shares, see Row 7 of the cover page of each Reporting Person.  Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person.  Regarding sole power to dispose of shares, see Row 9 of the cover page of each Reporting Person.  Regarding shared power to dispose of shares, see Row 10 of the cover page of each Reporting Person.  The percentage listed in Row 13 for each Reporting Person was calculated based upon 17,830,679 shares of Common Stock outstanding as of February 28, 2017 and reported on the Companys 10-K filed on March 10, 2017.

 

(c)                              Ventures and Co-Investors sold 140,231 and 19,769 shares of Common Stock, respectively, on March 14, 2017 at an average per share price of $2.9007.

 

Ventures and Co-Investors sold 238,831 and 33,669 shares of Common Stock, respectively, on March 15, 2017 at an average per share price of $2.6070.

 

Ventures and Co-Investors sold 561,904 and 79,596 shares of Common Stock, respectively, on March 16, 2017 at an average per share price of $2.4288.

 

Each of the foregoing sales was effected as an open market transaction on the NASDAQ National Market.

 

(d)                                 Under certain circumstances set forth in the operating or other agreements of Ventures and Co-Investors, the manager and members of each such entity, as applicable, may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a member.

 

(e)                                  The Reporting Persons ceased to beneficially own more than five percent of the Common Stock as of July 16, 2014.

 

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