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^*

ROCKLAGE SCOTT M

(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	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)

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

X	Form filed by One Reporting Person
	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		A		1,158,164⁽¹⁾	A	⁽²⁾	1,158,164⁽¹⁾	I	See Footnote⁽³⁾
Common Stock	06/16/2015		P		33,990⁽¹⁾	A	$6.875	1,192,154⁽¹⁾	I	See Footnote⁽³⁾
Common Stock	06/15/2015		A		164,058⁽¹⁾	A	⁽⁴⁾	164,058⁽¹⁾	I	See Footnote⁽⁵⁾
Common Stock	06/16/2015		P		4,815⁽¹⁾	A	$6.875	168,873⁽¹⁾	I	See Footnote⁽⁵⁾

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	$7.5625	06/15/2015		A		372,606⁽⁶⁾		⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock	372,606⁽¹⁾	⁽⁶⁾	372,606	I	See Footnote⁽³⁾
Warrants to Purchase Common Stock	$7.5625	06/15/2015		A		52,784⁽⁹⁾		⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock	52,784⁽¹⁾	⁽⁹⁾	52,784	I	See Footnote⁽⁵⁾
Stock Option (Right to Buy)	$11.8	06/16/2015		A		17,710		⁽¹⁰⁾	06/16/2025	Common Stock	17,710⁽¹⁾	$0	17,710	D

Explanation of Responses:

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

2. On June 15, 2015, 5AM Ventures, LLC 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").

3. Represents securities held of record by 5AM Ventures, LLC. 5AM Partners, LLC is the general partner of 5AM Ventures, LLC and may be deemed to have beneficial ownership over the shares beneficially owned by 5AM Ventures, LLC. Dr. John Diekman and Andrew Schwab, the managing directors of 5AM Partners, LLC, may be deemed to have beneficial ownership over the shares beneficially owned by 5AM Ventures, LLC. Dr. Rocklage is a director of and owns an interest in 5AM Partners, LLC and also may be deemed to have beneficial ownership over the shares beneficially owned by 5AM Ventures, LLC. Each of 5AM Partners, LLC, Dr. Diekman, Mr. Schwab and Dr. Rocklage disclaim beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.

4. On June 15, 2015, 5AM Co-Investors, LLC received these shares of the Issuer's Common Stock in exchange for securities of the Former Entity in connection with the Merger.

5. Represents securities held of record by 5AM Co-Investors, LLC. 5AM Partners, LLC is the general partner of 5AM Co-Investors, LLC and may be deemed to have beneficial ownership over the shares beneficially owned by 5AM Co-Investors, LLC. Dr. John Diekman and Andrew Schwab, the managing directors of 5AM Partners, LLC, may be deemed to have beneficial ownership over the shares beneficially owned by 5AM Co-Investors, LLC. Dr. Rocklage is a director of and owns an interest in 5AM Partners, LLC and also may be deemed to have beneficial ownership over the shares beneficially owned by 5AM Co-Investors, LLC. Each of 5AM Partners, LLC, Dr. Diekman, Mr. Schwab and Dr. Rocklage disclaim beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.

6. On June 15, 2015, 5AM Ventures, LLC received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 6,286,069 shares of common stock of the Former Entity with an exercise price of $0.448266 in connection with the Merger.

7. 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 8)

8. (continued from footnote 7) (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.

9. On June 15, 2015, 5AM Co-Investors, LLC received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 890,490 shares of common stock of the Former Entity with an exercise price of $0.448266 in connection with the Merger.

10. The option vests as to 2.08% monthly for 48 months from the date of grant.

	/s/ Garrett Winslow, Attorney-in-fact	06/17/2015
	** 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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