SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCGUIRE TERRANCE

(Last)

(First)

(Middle)

C/O PULMATRIX, INC.

99 HAYDEN AVE., SUITE 390

(Street)

LEXINGTON

02421

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Pulmatrix, Inc. [ PULM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/03/2018		P		345,551	A	⁽¹⁾	1,556,676	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/03/2018		P		6,478	A	⁽⁵⁾	29,178	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁶⁾
Common Stock	04/03/2018		P		769,989	A	⁽⁷⁾	3,468,190	I	See Footnotes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	04/03/2018		P		15,007	A	⁽¹¹⁾	67,729	I	See Footnotes⁽⁹⁾⁽¹⁰⁾⁽¹²⁾
Common Stock	04/03/2018		P		5,275	A	⁽¹³⁾	23,875	I	See Footnotes⁽⁹⁾⁽¹⁰⁾⁽¹⁴⁾
Common Stock	04/03/2018		P		7,700	A	⁽¹⁵⁾	34,587	I	See Footnotes⁽⁹⁾⁽¹⁰⁾⁽¹⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Warrant (right to buy)	$0.65	04/03/2018		P		345,551		04/03/2018	10/03/2018	Common Stock	345,551	⁽¹⁾	345,551	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Series B Warrant (right to buy)	$0.75	04/03/2018		P		345,551		04/03/2018	04/03/2023	Common Stock	345,551	⁽¹⁾	345,551	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Series A Warrant (right to buy)	$0.65	04/03/2018		P		6,478		04/03/2018	10/03/2018	Common Stock	6,478	⁽⁵⁾	6,478	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁶⁾
Series B Warrant (right to buy)	$0.75	04/03/2018		P		6,478		04/03/2018	04/03/2023	Common Stock	6,478	⁽⁵⁾	6,478	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁶⁾
Series A Warrant (right to buy)	$0.65	04/03/2018		P		769,989		04/03/2018	10/03/2018	Common Stock	769,989	⁽⁷⁾	769,989	I	See Footnotes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Series B Warrant (right to buy)	$0.75	04/03/2018		P		769,989		04/03/2018	04/03/2023	Common Stock	769,989	⁽⁷⁾	769,989	I	See Footnotes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Series A Warrant (right to buy)	$0.65	04/03/2018		P		15,007		04/03/2018	10/03/2018	Common Stock	15,007	⁽¹¹⁾	15,007	I	See Footnotes⁽⁹⁾⁽¹⁰⁾⁽¹²⁾
Series B Warrant (right to buy)	$0.75	04/03/2018		P		15,007		04/03/2018	04/03/2023	Common Stock	15,007	⁽¹¹⁾	15,007	I	See Footnotes⁽⁹⁾⁽¹⁰⁾⁽¹²⁾
Series A Warrant (right to buy)	$0.65	04/03/2018		P		5,275		04/03/2018	10/03/2018	Common Stock	5,275	⁽¹³⁾	5,275	I	See Footnotes⁽⁹⁾⁽¹⁰⁾⁽¹⁴⁾
Series B Warrant (right to buy)	$0.75	04/03/2018		P		5,275		04/03/2018	04/03/2023	Common Stock	5,275	⁽¹³⁾	5,275	I	See Footnotes⁽⁹⁾⁽¹⁰⁾⁽¹⁴⁾
Series A Warrant (right to buy)	$0.65	04/03/2018		P		7,700		04/03/2018	10/03/2018	Common Stock	7,700	⁽¹⁵⁾	7,700	I	See Footnotes⁽⁹⁾⁽¹⁰⁾⁽¹⁶⁾
Series B Warrant (right to buy)	$0.75	04/03/2018		P		7,700		04/03/2018	04/03/2023	Common Stock	7,700	⁽¹⁵⁾	7,700	I	See Footnotes⁽⁹⁾⁽¹⁰⁾⁽¹⁶⁾

1. Name and Address of Reporting Person^*

MCGUIRE TERRANCE

(Last)

(First)

(Middle)

C/O PULMATRIX, INC.

99 HAYDEN AVE., SUITE 390

(Street)

LEXINGTON

02421

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Flint Jonathan A

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Polaris Venture Management Co IV LLC

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

POLARIS VENTURE PARTNERS ENTREPRENEURS FUND IV LP

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

POLARIS VENTURE PARTNERS IV LP

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Polaris Venture Management Co. V, L.L.C.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Polaris Venture Partners Entrepreneurs' Fund V, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Polaris Venture Partners V, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Polaris Venture Partners Founders' Fund V, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Polaris Venture Partners Special Founders' Fund V, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The reported securities were included within 345,551 Units purchased by Polaris Venture Partners IV, L.P. ("PVP IV") for $0.65 per Unit (each, a "Unit"). Each Unit consisted of one share of common stock, one Series A Warrant to purchase one share of common stock at an exercise price of $0.65 per share, and one Series B Warrant to purchase one share of common stock at an exercise price of $0.75 per share.

2. Securities held of record by PVP IV.

3. 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.

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 respective pecuniary interests therein.

5. The reported securities were included within 6,478 Units purchased by PVPE IV.

6. Securities held of record by PVPE IV.

7. The reported securities were included within 769,989 Units purchased by Polaris Venture Partners V, L.P. ("PVP V").

8. Securities held of record by PVP V.

9. 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.

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 respective pecuniary interests therein.

11. The reported securities were included within 15,007 Units purchased by PVPEF V.

12. Securities held of record by PVPEF V.

13. The reported securities were included within 5,275 Units purchased by PVPFF V.

14. Securities held of record by PVPFF V.

15. The reported securities were included within 7,700 Units purchased by PVPSFF V.

16. Securities held of record by PVPSFF V.

Remarks:

Exhibit 24 - Power of Attorney Polaris Venture Partners IV, L.P. Polaris Venture Partners Entrepreneurs' Fund IV, L.P. Polaris Venture Management Co. IV, L.L.C. Jonathan A. Flint Terrance G. McGuire

	/s/ Max Eisenberg, Attorney-in-Fact for Terrance McGuire	04/05/2018
	/s/ Max Eisenberg, Attorney-in-Fact for Jonathan A. Flint	04/05/2018
	/s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Management Co. IV, L.L.C.	04/05/2018
	/s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Management Co. IV, L.L.C., general partner of Polaris Venture Partners Entrepreneurs' Fund IV, L.P.	04/05/2018
	/s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Management Co. IV, L.L.C., general partner of Polaris Venture Partners IV, L.P.	04/05/2018
	/s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C.	04/05/2018
	/s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Entrepreneurs' Fund V, L.P.	04/05/2018
	/s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners V, L.P.	04/05/2018
	/s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Founders' Fund V, L.P.	04/05/2018
	/s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Special Founders' Fund V, L.P.	04/05/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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