0001144204-15-037762.txt : 20150617 0001144204-15-037762.hdr.sgml : 20150617 20150617202901 ACCESSION NUMBER: 0001144204-15-037762 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150615 FILED AS OF DATE: 20150617 DATE AS OF CHANGE: 20150617 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NELSEN ROBERT CENTRAL INDEX KEY: 0001219042 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36199 FILM NUMBER: 15938430 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BYBEE CLINTON CENTRAL INDEX KEY: 0001219043 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36199 FILM NUMBER: 15938431 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRANDELL KEITH CENTRAL INDEX KEY: 0001219039 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36199 FILM NUMBER: 15938432 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARCH Venture Partners VII, LLC CENTRAL INDEX KEY: 0001544443 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36199 FILM NUMBER: 15938433 BUSINESS ADDRESS: STREET 1: 8725 W. HIGGINS ROAD STREET 2: SUITE 290 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773-380-6600 MAIL ADDRESS: STREET 1: 8725 W. HIGGINS ROAD STREET 2: SUITE 290 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARCH Venture Partners VII, L.P. CENTRAL INDEX KEY: 0001544444 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36199 FILM NUMBER: 15938434 BUSINESS ADDRESS: STREET 1: 8725 W. HIGGINS ROAD STREET 2: SUITE 290 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773-380-6600 MAIL ADDRESS: STREET 1: 8725 W. HIGGINS ROAD STREET 2: SUITE 290 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Arch Venture Fund VII LP CENTRAL INDEX KEY: 0001402439 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36199 FILM NUMBER: 15938435 BUSINESS ADDRESS: STREET 1: 8725 W Higgins CITY: Chicago STATE: IL ZIP: 60631 BUSINESS PHONE: 773-380-6600 MAIL ADDRESS: STREET 1: 8725 W Higgins CITY: Chicago STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GILLIS STEVEN CENTRAL INDEX KEY: 0001229592 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36199 FILM NUMBER: 15938436 MAIL ADDRESS: STREET 1: 1000 SECOND AVENUE STREET 2: SUITE 3700 CITY: SEATTLE STATE: WA ZIP: 98104 4 1 v413367_4.xml OWNERSHIP DOCUMENT X0306 4 2015-06-15 0 0001574235 Pulmatrix, Inc. PULM 0001229592 GILLIS STEVEN 8725 W HIGGINS SUITE 290 CHICAGO IL 60631 1 0 0 0 0001402439 Arch Venture Fund VII LP 8725 W HIGGINS CHICAGO IL 60631 0 0 1 0 0001544444 ARCH Venture Partners VII, L.P. 8725 W. HIGGINS ROAD SUITE 290 CHICAGO IL 60631 0 0 1 0 0001544443 ARCH Venture Partners VII, LLC 8725 W. HIGGINS ROAD SUITE 290 CHICAGO IL 60631 0 0 1 0 0001219039 CRANDELL KEITH C/O ARCH VENTURE FUND VII 8725 WEST HIGGINS ROAD, SUITE 290 CHICAGO IL 60631 0 0 1 0 0001219043 BYBEE CLINTON C/O ARCH VENTURE FUND VII 8725 WEST HIGGINS ROAD, SUITE 290 CHICAGO IL 60631 0 0 1 0 0001219042 NELSEN ROBERT C/O ARCH VENTURE FUND VII 8725 WEST HIGGINS ROAD, SUITE 290 CHICAGO IL 60631 0 0 1 0 Common Stock 2015-06-15 4 A 0 2213706 A 2213706 I See Footnote Common Stock 2015-06-16 4 P 0 72750 6.875 A 2286456 I See Footnote Warrants to Purchase Common Stock 7.5625 2015-06-15 4 A 0 797506 A Common Stock 797506 797506 I See Footnote Stock Option (Right to Buy) 11.80 2015-06-16 4 A 0 17710 0 A 2025-06-16 Common Stock 17710 17710 D Reflects a 1-for-2.5 reverse stock split effected on June 15, 2015. On June 15, 2015, ARCH Venture Fund VII, L.P. ("ARCH VII") 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"). Securities held of record by ARCH VII. The sole general partner of ARCH VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"), which may be deemed to have shared voting and investment power over the shares held by ARCH VII. The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"), which may be deemed to have shared voting and investment power over the shares held by ARCH VII. ARCH Partners VII and ARCH VII LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The managing directors of ARCH VII LLC are Keith Crandell, Clinton Bybee and Robert Nelsen and they may be deemed to have shared voting and investment power over the shares held by ARCH VII. Dr. Steve Gillis owns an interest in ARCH VII LLC, but does not have dispositive or voting power. Messrs. Crandell, Bybee and Nelsen and Dr. Gillis disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. On June 15, 2015, ARCH VII received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 13,454,369 shares of common stock of the Former Entity with an exercise price of $0.448266 in connection with the Merger. 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 7) (continued from footnote 6) (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. The option vests as to 2.08% monthly for 48 months from the date of grant. /s/ Garrett Winslow, as Attorney-in-Fact for Steve Gillis 2015-06-17 /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of the general partner of ARCH Venture Fund VII, L.P. 2015-06-17 /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of ARCH Venture Partners VII, L.P. 2015-06-17 /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of ARCH Venture Partners VII, LLC 2015-06-17 /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell 2015-06-17 /s/ Mark McDonnell, as Attorney-in-Fact for Clinton Bybee 2015-06-17 /s/ Mark McDonnell, as Attorney-in-Fact for Robert Nelsen 2015-06-17