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Filing Details

Accession Number:: 0001144204-15-037762
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-06-17 20:29:01
Reporting Period:: 2015-06-15

Filing Date:: 2015-06-17
Accepted Time:: 2015-06-17 20:29:01
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	Director	Officer	Large Shareholder	Other
1219039	Keith Crandell	C/O Arch Venture Fund Vii 8725 West Higgins Road, Suite 290 Chicago IL 60631	No	No	Yes	No
1219042	Robert Nelsen	C/O Arch Venture Fund Vii 8725 West Higgins Road, Suite 290 Chicago IL 60631	No	No	Yes	No
1219043	Clinton Bybee	C/O Arch Venture Fund Vii 8725 West Higgins Road, Suite 290 Chicago IL 60631	No	No	Yes	No
1229592	Steven Gillis	8725 W Higgins Suite 290 Chicago IL 60631	Yes	No	No	No
1402439	Arch Venture Fund Vii Lp	8725 W Higgins Chicago IL 60631	No	No	Yes	No
1544443	Arch Venture Partners Vii, Llc	8725 W. Higgins Road Suite 290 Chicago IL 60631	No	No	Yes	No
1544444	Arch Venture Partners Vii, L.p.	8725 W. Higgins Road Suite 290 Chicago IL 60631	No	No	Yes	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	2,213,706	$0.00	2,213,706	No	4	A	Indirect	See Footnote
Common Stock	Acquisiton	2015-06-16	72,750	$6.88	2,286,456	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

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	797,506	$0.00	797,506	$7.56
Common Stock	Stock Option (Right to Buy)	Acquisiton	2015-06-16	17,710	$0.00	17,710	$11.80

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
797,506			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, ARCH Venture Fund VII, L.P. ("ARCH VII") 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").
Securities held of record by ARCH VII. The sole general partner of ARCH VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"), which may be deemed to have shared voting and investment power over the shares held by ARCH VII. The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"), which may be deemed to have shared voting and investment power over the shares held by ARCH VII. ARCH Partners VII and ARCH VII LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
The managing directors of ARCH VII LLC are Keith Crandell, Clinton Bybee and Robert Nelsen and they may be deemed to have shared voting and investment power over the shares held by ARCH VII. Dr. Steve Gillis owns an interest in ARCH VII LLC, but does not have dispositive or voting power. Messrs. Crandell, Bybee and Nelsen and Dr. Gillis disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
On June 15, 2015, ARCH VII received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 13,454,369 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 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.
The option vests as to 2.08% monthly for 48 months from the date of grant.