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