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Filing Details

Accession Number:: 0001144204-15-037760
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-06-17 20:28:03
Reporting Period:: 2015-06-15

Filing Date:: 2015-06-17
Accepted Time:: 2015-06-17 20:28:03
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1574235	Pulmatrix Inc.	PULM	Pharmaceutical Preparations (2834)	461821392

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1644981	David Maki	C/O Pulmatrix, Inc 990 Hayden Ave Lexington MA 02421		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2015-06-15	181,819	$0.00	181,819	No	4	A	Indirect	See Footnote
Common Stock	Acquisiton	2015-06-16	36,375	$6.88	218,194	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2015-06-15	181,819	$0.00	181,819	No	4	A	Indirect	See Footnote
Common Stock	Acquisiton	2015-06-16	36,375	$6.88	218,194	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	A	Indirect	See Footnote
No	4	P	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrants to Purchase Common Stock	Acquisiton	2015-06-15	398,754	$0.00	398,754	$7.56
Common Stock	Warrants to Purchase Common Stock	Acquisiton	2015-06-15	398,754	$0.00	398,754	$7.56
Common Stock	Stock Option (Right to Buy)	Acquisiton	2015-06-15	1,186	$0.00	1,186	$2.20
Common Stock	Stock Option (Right to Buy)	Acquisiton	2015-06-15	14,850	$0.00	14,850	$2.20
Common Stock	Stock Option (Right to Buy)	Acquisiton	2015-06-15	1,186	$0.00	1,186	$2.20
Common Stock	Stock Option (Right to Buy)	Acquisiton	2015-06-16	12,720	$0.00	12,720	$11.80

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
398,754		No	4	A	Indirect
398,754		No	4	A	Indirect
1,186	2019-12-09	No	4	A	Direct
14,850	2020-05-24	No	4	A	Direct
1,186	2020-10-05	No	4	A	Direct
12,720	2025-06-16	No	4	A	Direct

Footnotes

Reflects a 1-for-2.5 reverse stock split effected on June 15, 2015.
On June 15, 2015, Altitude Life Science Ventures Fund II, L.P. ("Altitude Fund II") received these shares of the Issuer's Common Stock in exchange for securities of a private company formerly known as Pulmatrix, Inc. (the "Former Entity") in connection with the merger of the Former Entity into the Issuer (the "Merger").
On June 15, 2015, Altitude Life Science Ventures Side Fund II, L.P. ("Altitude Side Fund II") received these shares of the Issuer's Common Stock in exchange for securities of a private Former Entity in connection with the Merger.
Represents securities directly beneficially owned by Altitude Fund II. Mr. Maki, a director of the Issuer and the General Partner of Altitude Fund II, may be deemed to have beneficially ownership over the shares held by Altitude Fund II. Mr. Maki disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.
Represents securities directly beneficially owned by Altitude Side Fund II. Mr. Maki, a director of the Issuer and the General Partner of Altitude Side Fund II, may be deemed to have beneficially ownership over the shares held by Altitude Side Fund II. Mr. Maki disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.
These 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 per share (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 7)
(continued from footnote 6) (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.
On June 15, 2015, Altitude Fund II received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 6,727,184 shares of common stock of Former Entity with an exercise price of $0.448266 in connection with the Merger.
On June 15, 2015, Altitude Side Fund II received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 6,727,184 shares of common stock of Former Entity with an exercise price of $0.448266 in connection with the Merger.
On June 15, 2015, Mr. Maki received these securities of the Issuer in exchange for a stock option to acquire 20,000 shares of common stock of the Former Entity for $0.13 per share, in connection with the Merger.
These options are fully vested and exercisable.
On June 15, 2015, Mr. Maki received these securities of the Issuer in exchange for a stock option to acquire 250,520 shares of common stock of the Former Entity for $0.13 per share, in connection with the Merger.
On June 15, 2015, Mr. Maki received these securities of the Issuer in exchange for a stock option to acquire 20,000 shares of common stock of the Former Entity for $0.13 per share, in connection with the Merger.
The option vests as to 2.08% monthly for 48 months from the date of grant.