FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/30/2020 |
3. Issuer Name and Ticker or Trading Symbol
Pulmonx Corp [ LUNG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series C-1 Preferred Stock | (1) | (1) | Common Stock | 870,277 | (1) | I | See Footnote(2) |
Series C-1 Preferred Stock | (1) | (1) | Common Stock | 13,252 | (1) | I | See Footnote(3) |
Series D-1 Preferred Stock | (1) | (1) | Common Stock | 167,897 | (1) | I | See Footnote(2) |
Series D-1 Preferred Stock | (1) | (1) | Common Stock | 2,556 | (1) | I | See Footnote(3) |
Series E-1 Preferred Stock | (1) | (1) | Common Stock | 78,550 | (1) | I | See Footnote(2) |
Series E-1 Preferred Stock | (1) | (1) | Common Stock | 1,196 | (1) | I | See Footnote(3) |
Explanation of Responses: |
1. Each share of Preferred Stock automatically converts on a one-for-one basis into Common Stock at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering, for no additional consideration. The Preferred Stock has no expiration date. |
2. The shares are directly held by HealthCap V, L.P. ("HCLP"). HealthCap V GP SA ("HCSA") is the sole general partner of HCLP. HCSA has voting and dispositive power over the shares held by HCLP. The Reporting Person, a member of HCSA, may be deemed to possess voting and dispositive power over the shares held by HCLP and may be deemed to have indirect beneficial ownership of the shares held by such entities. The Reporting Person disclaims beneficial ownership of shares held by HCLP except to the extent of any pecuniary interest therein. |
3. The shares are directly held by OFCO Club V ("OFCO"). OFP V Advisor AB ("OFP V AB") is a member of OFCO and has voting and dispositive control over the shares held by OFCO. The Reporting Person, a member of OFP V AB, may be deemed to possess voting and dispositive control over the shares held by OFCO and may be deemed to have indirect beneficial ownership of the shares held by OFCO. The Reporting Person disclaims beneficial ownership of the shares held by OFCO. |
Remarks: |
Exhibit List - Exhibit 24 - Power of Attorney |
/s/ Mark Weeks, Attorney-In-Fact | 09/30/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |