SEC FORM 4/A

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., 990 HAYDEN AVE

(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)
06/15/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/17/2015

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	06/15/2015		P		71,439⁽¹⁾	A	$6.875	2,698,201⁽¹⁾⁽²⁾	I	See Footnotes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	06/15/2015		P		490⁽¹⁾	A	$6.875	18,600⁽¹⁾⁽²⁾	I	See Footnotes⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Common Stock	06/15/2015		P		715⁽¹⁾	A	$6.875	26,887⁽¹⁾⁽²⁾	I	See Footnotes⁽⁹⁾⁽¹⁰⁾⁽¹²⁾
Common Stock	06/15/2015		P		1,392⁽¹⁾	A	$6.875	52,722⁽¹⁾⁽²⁾	I	See Footnotes⁽⁹⁾⁽¹⁰⁾⁽¹³⁾

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)
Warrants to Purchase Common Stock	$7.55⁽⁶⁾	06/15/2015		A		351,448		⁽¹⁴⁾⁽¹⁵⁾	⁽¹⁴⁾⁽¹⁵⁾	Common Stock	351,448⁽¹⁾	⁽¹⁷⁾	351,448	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Warrants to Purchase Common Stock	$7.55⁽⁶⁾	06/15/2015		A		6,589		⁽¹⁴⁾⁽¹⁵⁾	⁽¹⁴⁾⁽¹⁵⁾	Common Stock	6,589⁽¹⁾	⁽¹⁶⁾	6,589	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁷⁾
Warrants to Purchase Common Stock	$7.55⁽⁶⁾	06/15/2015		A		783,128		⁽¹⁴⁾⁽¹⁵⁾	⁽¹⁴⁾⁽¹⁵⁾	Common Stock	783,128⁽¹⁾	⁽¹⁸⁾	783,128	I	See Footnotes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Warrants to Purchase Common Stock	$7.55⁽⁶⁾	06/15/2015		A		5,365		⁽¹⁴⁾⁽¹⁵⁾	⁽¹⁴⁾⁽¹⁵⁾	Common Stock	5,365⁽¹⁾	⁽¹⁹⁾	5,365	I	See Footnotes⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Warrants to Purchase Common Stock	$7.55⁽⁶⁾	06/15/2015		A		7,832		⁽¹⁴⁾⁽¹⁵⁾	⁽¹⁴⁾⁽¹⁵⁾	Common Stock	7,832⁽¹⁾	⁽²⁰⁾	7,832	I	See Footnotes⁽⁹⁾⁽¹⁰⁾⁽¹²⁾
Warrants to Purchase Common Stock	$7.55⁽⁶⁾	06/15/2015		A		15,264		⁽¹⁴⁾⁽¹⁵⁾	⁽¹⁴⁾⁽¹⁵⁾	Common Stock	15,264⁽¹⁾	⁽²¹⁾	15,264	I	See Footnotes⁽⁹⁾⁽¹⁰⁾⁽¹³⁾

1. Name and Address of Reporting Person^*

MCGUIRE TERRANCE

(Last)

(First)

(Middle)

C/O PULMATRIX, INC., 990 HAYDEN AVE

(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)

1000 WINTER STREET

SUITE 3350

(Street)

WALTHAM

02451

(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)

1000 WINTER STREET

SUITE 3350

(Street)

WALTHAM

02451

(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)

1000 WINTER STREET

SUITE 3350

(Street)

WALTHAM

02451

(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)

1000 WINTER STREET

SUITE 3350

(Street)

WALTHAM

02451

(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)

1000 WINTER STREET

SUITE 3350

(Street)

WALTHAM

02451

(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)

1000 WINTER STREET

SUITE 3350

(Street)

WALTHAM

02451

(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)

1000 WINTER STREET

SUITE 3350

(Street)

WALTHAM

02451

(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)

1000 WINTER STREET

SUITE 3350

(Street)

WALTHAM

02451

(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)

1000 WINTER STREET

SUITE 3350

(Street)

WALTHAM

02451

(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. Reflects a 1-for-2.5 reverse stock split effected on June 15, 2015.

2. The initial Form 4 filed on June 17, 2015 by the Reporting Person understated the number of shares held Polaris Venture Partners V, L.P. ("PVP V") by one share, Polaris Venture Partners Founders' Fund V, L.P. ("PVPFF V") by one share, Polaris Venture Partners Special Founders' Fund V, L.P. ("PVPSFF V") by one share and Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVPEF V") by thirty shares. This Form 4/A is to correct the amount of shares held by each of PVP V, PVPFF V, PVPSFF V and PVPEF V.

3. Represents securities of the Issuer owned directly by PVP IV.

4. 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.

5. 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 PVPEF IV. 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.

6. The initial Form 4 filed on June 17, 2015 by the Reporting Person contained an exercise price for these warrants of $7.5625. This Form 4/A is being filed to correct the exercise price of the warrants to $7.55.

7. Represents securities of the Issuer owned directly by PVPE IV.

8. Represents securities of the Issuer owned directly by PVP V.

9. Polaris Venture Management Co. V, LLC ("PVM V") is the general partner of PVP V, PVPFF V, PVPSFF V and 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.

10. 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. 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.

11. Represents securities of the Issuer owned directly by PVPFF V.

12. Represents securities of the Issuer owned directly by PVPSFF V.

13. Represents securities of the Issuer owned directly by PVPEF V.

14. 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); (continued on footnote 15)

15. (continued from footnote 14) (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.

16. 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 a private company formerly known as Pulmatrix, Inc. (the "Former Entity") with an exercise price of $0.448266 in connection with the merger of the Former Entity into the Issuer (the "Merger").

17. 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.

18. 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.

19. 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.

20. 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.

21. 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.

	/s/ Garrett Winslow, Attorney-in-Fact for Terrance McGuire	06/25/2015
	/s/ Garrett Winslow, Attorney-in-Fact for Jonathan Flint	06/25/2015
	/s/ Garrett Winslow, Attorney-in-Fact for Polaris Venture Management Co. IV, L.L.C.	06/25/2015
	/s/ Garrett Winslow, Attorney-in-Fact for Polaris Venture Management Co. IV, L.L.C., general partner of Polaris Venture Partners Entrepreneurs' Fund IV, L.P.	06/25/2015
	/s/ Garrett Winslow, Attorney-in-Fact for Polaris Venture Management Co. IV, L.L.C., general partner of Polaris Venture Partners IV, L.P.	06/25/2015
	/s/ Garrett Winslow Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C.	06/25/2015
	/s/ Garrett Winslow, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Entrepreneurs' Fund V, L.P.	06/25/2015
	/s/ Garrett Winslow, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners V, L.P	06/25/2015
	/s/ Garrett Winslow Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Founders' Fund V, L.P.	06/25/2015
	/s/ Garrett Winslow, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C.,	06/25/2015
	** Signature of Reporting Person	Date
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