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Filing Details

Accession Number:: 0001144204-15-037774
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-06-17 21:19:49
Reporting Period:: 2015-06-15

Filing Date:: 2015-06-17
Accepted Time:: 2015-06-17 21:19:49
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
1117003	Terrance Mcguire	C/O Pulmatrix, Inc., 990 Hayden Ave Lexington MA 02421	Yes	No	Yes	No
1157864	Polaris Venture Partners Iv Lp	1000 Winter Street Suite 3350 Waltham MA 02451	No	No	Yes	No
1170720	Polaris Venture Partners Entrepreneurs Fund Iv Lp	1000 Winter Street Suite 3350 Waltham MA 02451	No	No	Yes	No
1295438	Polaris Venture Management Co Iv Llc	1000 Winter Street Suite 3350 Waltham MA 02451	No	No	Yes	No
1295676	A Jonathan Flint	1000 Winter Street Suite 3350 Waltham MA 02451	No	No	Yes	No
1439586	Polaris Venture Partners Special Founders' Fund V, L.p.	1000 Winter Street Suite 3350 Waltham MA 02451	No	No	Yes	No
1439587	Polaris Venture Partners Entrepreneurs' Fund V, L.p.	1000 Winter Street Suite 3350 Waltham MA 02451	No	No	Yes	No
1439588	Polaris Venture Partners Founders' Fund V, L.p.	1000 Winter Street Suite 3350 Waltham MA 02451	No	No	Yes	No
1439589	Polaris Venture Management Co. V, L.l.c.	1000 Winter Street Suite 3350 Waltham MA 02451	No	No	Yes	No
1439590	Polaris Venture Partners V, L.p.	1000 Winter Street Suite 3350 Waltham MA 02451	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	1,179,066	$0.00	1,179,066	No	4	A	Indirect	See Footnotes
Common Stock	Acquisiton	2015-06-15	32,059	$6.88	1,211,125	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2015-06-15	22,099	$0.00	22,099	No	4	A	Indirect	See Footnotes
Common Stock	Acquisiton	2015-06-15	601	$6.88	22,700	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2015-06-15	2,626,762	$0.00	2,626,762	No	4	A	Indirect	See Footnotes
Common Stock	Acquisiton	2015-06-15	71,438	$6.88	2,698,200	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2015-06-15	18,110	$0.00	18,110	No	4	A	Indirect	See Footnotes
Common Stock	Acquisiton	2015-06-15	489	$6.88	18,599	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2015-06-15	26,172	$0.00	26,172	No	4	A	Indirect	See Footnotes
Common Stock	Acquisiton	2015-06-15	714	$6.88	26,886	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2015-06-15	51,330	$0.00	51,330	No	4	A	Indirect	See Footnotes
Common Stock	Acquisiton	2015-06-15	1,392	$6.88	52,692	No	4	P	Indirect	See Footnotes

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

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	351,448	$0.00	351,448	$7.56
Common Stock	Warrants to Purchase Common Stock	Acquisiton	2015-06-15	6,589	$0.00	6,589	$7.56
Common Stock	Warrants to Purchase Common Stock	Acquisiton	2015-06-15	783,128	$0.00	783,128	$7.56
Common Stock	Warrants to Purchase Common Stock	Acquisiton	2015-06-15	5,365	$0.00	5,365	$7.56
Common Stock	Warrants to Purchase Common Stock	Acquisiton	2015-06-15	7,832	$0.00	7,832	$7.56
Common Stock	Warrants to Purchase Common Stock	Acquisiton	2015-06-15	15,264	$0.00	15,264	$7.56
Common Stock	Stock Option (Right to Buy)	Acquisiton	2015-06-15	17,710	$0.00	17,710	$11.80

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
351,448		No	4	A	Indirect
6,589		No	4	A	Indirect
783,128		No	4	A	Indirect
5,365		No	4	A	Indirect
7,832		No	4	A	Indirect
15,264		No	4	A	Indirect
17,710	2025-06-15	No	4	A	Direct

Footnotes

Reflects a 1-for-2.5 reverse stock split effected on June 15, 2015.
On June 15, 2015, Polaris Venture Partners IV, L.P. ("PVP IV") received these shares of the Issuer's Common Stock in exchange for securities of the 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 of the Issuer owned directly by PVP IV.
Polaris Venture Management Co. IV, L.L.C. ("PVM IV") is the general partner of PVP IV and Polaris Venture Partners Entrepreneurs' Fund IV, L.P. ("PVPE IV"). Each of Jonathan A. Flint and Terrance G. McGuire are the managing members of PVM IV. PVM IV disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM IV is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Each of Jonathan A. Flint and Terrance G. McGuire, in their respective capacities with regard to PVM IV, may be deemed to have shared voting and dispositive power over the shares held by each of PVP IV and PVPE IV. (continue on footnote 5)
(continued from footnote 4) Each of Messrs. Flint and McGuire disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.
On June 15, 2015, PVPE IV received these shares of the Issuer's Common Stock in exchange for securities of the Former Entity in connection with the Merger.
Represents securities of the Issuer owned directly by PVPE IV.
On June 15, 2015, Polaris Venture Partners V, L.P. ("PVP V") received these shares of the Issuer's Common Stock in exchange for securities of the Former Entity in connection with the Merger.
Represents securities of the Issuer owned directly by PVP V.
Polaris Venture Management Co. V, LLC ("PVM V") is the general partner of PVP V, Polaris Venture Partners Founders' Fund V, L.P. ("PVPFF V"), Polaris Venture Partners Special Founders' Fund V, L.P. ("PVPSFF V") and Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVPEF V"). Each of Jonathan A. Flint and Terrance G. McGuire are the managing members of PVM V. PVM V disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM V is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Each of Jonathan A. Flint and Terrance G. McGuire, in their respective capacities with regard to PVM V, may be deemed to have shared voting and dispositive power over the shares held by each of PVP V, PVPFF V, PFPSFF V and PVPEF V. (continue on footnote 11)
(continued from footnote 10) Each of Messrs. Flint and McGuire disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.
On June 15, 2015, PVPFF V received these shares of the Issuer's Common Stock in exchange for securities of the Former Entity in connection with the Merger.
Represents securities of the Issuer owned directly by PVPFF V.
On June 15, 2015, PVPSFF V received these shares of the Issuer's Common Stock in exchange for securities of the Former Entity in connection with the Merger.
Represents securities of the Issuer owned directly by PVPSFF V.
On June 15, 2015, PVPEF V received these shares of the Issuer's Common Stock in exchange for securities of the Former Entity in connection with the Merger.
Represents securities of the Issuer owned directly by PVPEF V.
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 (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 19)
(continued from footnote 18) (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, PVPE IV received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 111,153 shares of common stock of the Former Entity with an exercise price of $0.448266 in connection with the Merger.
On June 15, 2015, PVP IV received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 5,929,112 shares of common stock of the Former Entity with an exercise price of $0.448266 in connection with the Merger.
On June 15, 2015, PVP V received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 13,211,794 shares of common stock of the Former Entity with an exercise price of $0.448266 in connection with the Merger.
On June 15, 2015, PVPFF V received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 90,502 shares of common stock of the Former Entity with an exercise price of $0.448266 in connection with the Merger.
On June 15, 2015, PVPSFF V received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 132,117 shares of common stock of the Former Entity with an exercise price of $0.448266 in connection with the Merger.
On June 15, 2015, PVPEF V received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 257,499 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.