0001144204-15-037774.txt : 20150617 0001144204-15-037774.hdr.sgml : 20150617 20150617211949 ACCESSION NUMBER: 0001144204-15-037774 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150615 FILED AS OF DATE: 20150617 DATE AS OF CHANGE: 20150617 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Partners Founders' Fund V, L.P. CENTRAL INDEX KEY: 0001439588 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36199 FILM NUMBER: 15938540 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Partners Entrepreneurs' Fund V, L.P. CENTRAL INDEX KEY: 0001439587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36199 FILM NUMBER: 15938542 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: POLARIS VENTURE PARTNERS IV LP CENTRAL INDEX KEY: 0001157864 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36199 FILM NUMBER: 15938544 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 024511215 BUSINESS PHONE: 7812900770 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: POLARIS VENTURE PARTNERS ENTREPRENEURS FUND IV LP CENTRAL INDEX KEY: 0001170720 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36199 FILM NUMBER: 15938545 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451-1215 BUSINESS PHONE: 7812900770 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Management Co IV LLC CENTRAL INDEX KEY: 0001295438 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36199 FILM NUMBER: 15938546 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 7812900770 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCGUIRE TERRANCE CENTRAL INDEX KEY: 0001117003 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36199 FILM NUMBER: 15938548 MAIL ADDRESS: STREET 1: C/O POLARIS VENTURE PARTNERS LP STREET 2: 1000 WINTER STREET, SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flint Jonathan A CENTRAL INDEX KEY: 0001295676 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36199 FILM NUMBER: 15938547 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Management Co. V, L.L.C. CENTRAL INDEX KEY: 0001439589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36199 FILM NUMBER: 15938543 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Partners V, L.P. CENTRAL INDEX KEY: 0001439590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36199 FILM NUMBER: 15938541 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Partners Special Founders' Fund V, L.P. CENTRAL INDEX KEY: 0001439586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36199 FILM NUMBER: 15938539 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Pulmatrix, Inc. CENTRAL INDEX KEY: 0001574235 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 461821392 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 99 HAYDEN AVENUE STREET 2: SUITE 390 CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: (781) 357-2333 MAIL ADDRESS: STREET 1: 99 HAYDEN AVENUE STREET 2: SUITE 390 CITY: LEXINGTON STATE: MA ZIP: 02421 FORMER COMPANY: FORMER CONFORMED NAME: Ruthigen, Inc. DATE OF NAME CHANGE: 20130411 4 1 v413372_4.xml OWNERSHIP DOCUMENT X0306 4 2015-06-15 0 0001574235 Pulmatrix, Inc. PULM 0001117003 MCGUIRE TERRANCE C/O PULMATRIX, INC., 990 HAYDEN AVE LEXINGTON MA 02421 1 0 1 0 0001295676 Flint Jonathan A 1000 WINTER STREET SUITE 3350 WALTHAM MA 02451 0 0 1 0 0001295438 Polaris Venture Management Co IV LLC 1000 WINTER STREET SUITE 3350 WALTHAM MA 02451 0 0 1 0 0001170720 POLARIS VENTURE PARTNERS ENTREPRENEURS FUND IV LP 1000 WINTER STREET SUITE 3350 WALTHAM MA 02451 0 0 1 0 0001157864 POLARIS VENTURE PARTNERS IV LP 1000 WINTER STREET SUITE 3350 WALTHAM MA 02451 0 0 1 0 0001439589 Polaris Venture Management Co. V, L.L.C. 1000 WINTER STREET SUITE 3350 WALTHAM MA 02451 0 0 1 0 0001439587 Polaris Venture Partners Entrepreneurs' Fund V, L.P. 1000 WINTER STREET SUITE 3350 WALTHAM MA 02451 0 0 1 0 0001439590 Polaris Venture Partners V, L.P. 1000 WINTER STREET SUITE 3350 WALTHAM MA 02451 0 0 1 0 0001439588 Polaris Venture Partners Founders' Fund V, L.P. 1000 WINTER STREET SUITE 3350 WALTHAM MA 02451 0 0 1 0 0001439586 Polaris Venture Partners Special Founders' Fund V, L.P. 1000 WINTER STREET SUITE 3350 WALTHAM MA 02451 0 0 1 0 Common Stock 2015-06-15 4 A 0 1179066 A 1179066 I See Footnotes Common Stock 2015-06-15 4 P 0 32059 6.875 A 1211125 I See Footnotes Common Stock 2015-06-15 4 A 0 22099 A 22099 I See Footnotes Common Stock 2015-06-15 4 P 0 601 6.875 A 22700 I See Footnotes Common Stock 2015-06-15 4 A 0 2626762 A 2626762 I See Footnotes Common Stock 2015-06-15 4 P 0 71438 6.875 A 2698200 I See Footnotes Common Stock 2015-06-15 4 A 0 18110 A 18110 I See Footnotes Common Stock 2015-06-15 4 P 0 489 6.875 A 18599 I See Footnotes Common Stock 2015-06-15 4 A 0 26172 A 26172 I See Footnotes Common Stock 2015-06-15 4 P 0 714 6.875 A 26886 I See Footnotes Common Stock 2015-06-15 4 A 0 51330 A 51330 I See Footnotes Common Stock 2015-06-15 4 P 0 1392 6.875 A 52692 I See Footnotes Warrants to Purchase Common Stock 7.5625 2015-06-15 4 A 0 351448 A Common Stock 351448 351448 I See Footnotes Warrants to Purchase Common Stock 7.5625 2015-06-15 4 A 0 6589 A Common Stock 6589 6589 I See Footnotes Warrants to Purchase Common Stock 7.5625 2015-06-15 4 A 0 783128 A Common Stock 783128 783128 I See Footnotes Warrants to Purchase Common Stock 7.5625 2015-06-15 4 A 0 5365 A Common Stock 5365 5365 I See Footnotes Warrants to Purchase Common Stock 7.5625 2015-06-15 4 A 0 7832 A Common Stock 7832 7832 I See Footnotes Warrants to Purchase Common Stock 7.5625 2015-06-15 4 A 0 15264 A Common Stock 15264 15264 I See Footnotes Stock Option (Right to Buy) 11.80 2015-06-15 4 A 0 17710 0 A 2025-06-15 Common Stock 17710 17710 D 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. /s/ Garrett Winslow, Attorney-in-Fact for Terrance McGuire 2015-06-17 /s/ Garrett Winslow, Attorney-in-Fact for Jonathan A. Flint 2015-06-17 /s/ Garrett Winslow, Attorney-in-Fact for Polaris Venture Management Co. IV, L.L.C. 2015-06-17 /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. 2015-06-17 /s/ Garrett Winslow, Attorney-in-Fact for Polaris Venture Management Co. IV, L.L.C., general partner of Polaris Venture Partners IV, L.P. 2015-06-17 /s/ Garrett Winslow Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C. 2015-06-17 /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. 2015-06-17 /s/ Garrett Winslow, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners V, L.P. 2015-06-17 /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. 2015-06-17 /s/ Garrett Winslow, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Special Founders' Fund V, L.P. 2015-06-17