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Filing Details

Accession Number:: 0001144204-15-037761
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-06-17 20:28:31
Reporting Period:: 2015-06-15

Filing Date:: 2015-06-17
Accepted Time:: 2015-06-17 20:28:31
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
1219014	M Scott Rocklage	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	1,158,164	$0.00	1,158,164	No	4	A	Indirect	See Footnote
Common Stock	Acquisiton	2015-06-16	33,990	$6.88	1,192,154	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2015-06-15	164,058	$0.00	164,058	No	4	A	Indirect	See Footnote
Common Stock	Acquisiton	2015-06-16	4,815	$6.88	168,873	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	372,606	$0.00	372,606	$7.56
Common Stock	Warrants to Purchase Common Stock	Acquisiton	2015-06-15	52,784	$0.00	52,784	$7.56
Common Stock	Stock Option (Right to Buy)	Acquisiton	2015-06-16	17,710	$0.00	17,710	$11.80

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
372,606		No	4	A	Indirect
52,784		No	4	A	Indirect
17,710	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, 5AM Ventures, LLC 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").
Represents securities held of record by 5AM Ventures, LLC. 5AM Partners, LLC is the general partner of 5AM Ventures, LLC and may be deemed to have beneficial ownership over the shares beneficially owned by 5AM Ventures, LLC. Dr. John Diekman and Andrew Schwab, the managing directors of 5AM Partners, LLC, may be deemed to have beneficial ownership over the shares beneficially owned by 5AM Ventures, LLC. Dr. Rocklage is a director of and owns an interest in 5AM Partners, LLC and also may be deemed to have beneficial ownership over the shares beneficially owned by 5AM Ventures, LLC. Each of 5AM Partners, LLC, Dr. Diekman, Mr. Schwab and Dr. Rocklage disclaim beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.
On June 15, 2015, 5AM Co-Investors, LLC received these shares of the Issuer's Common Stock in exchange for securities of the Former Entity in connection with the Merger.
Represents securities held of record by 5AM Co-Investors, LLC. 5AM Partners, LLC is the general partner of 5AM Co-Investors, LLC and may be deemed to have beneficial ownership over the shares beneficially owned by 5AM Co-Investors, LLC. Dr. John Diekman and Andrew Schwab, the managing directors of 5AM Partners, LLC, may be deemed to have beneficial ownership over the shares beneficially owned by 5AM Co-Investors, LLC. Dr. Rocklage is a director of and owns an interest in 5AM Partners, LLC and also may be deemed to have beneficial ownership over the shares beneficially owned by 5AM Co-Investors, LLC. Each of 5AM Partners, LLC, Dr. Diekman, Mr. Schwab and Dr. Rocklage disclaim beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.
On June 15, 2015, 5AM Ventures, LLC received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 6,286,069 shares of common stock of the Former Entity with an exercise price of $0.448266 in connection with the Merger.
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 8)
(continued from footnote 7) (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, 5AM Co-Investors, LLC received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 890,490 shares of common stock of the Former Entity with an exercise price of $0.448266 in connection with the Merger.
The option vests as to 2.08% monthly for 48 months from the date of grant.