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