Pulmatrix, Inc. — Director's Dealing 2015

Jun 25, 2015

SEC Form 4/A — Form 4/A

Issuer: Pulmatrix, Inc. (PULM)
CIK: 0001574235
Period of Report: 2015-06-15

Reporting Person: ROCKLAGE SCOTT M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-15	Warrants to Purchase Common Stock	$7.55	A	372606	Acquired		Common Stock (372606)	Indirect
2015-06-15	Warrants to Purchase Common Stock	$7.55	A	52784	Acquired		Common Stock (52784)	Indirect

Footnotes

F1: The initial Form 4 filed on June 17, 2015 by the Reporting Person contained an exercise price for these warrants of $7.5625. This Form 4/A is being filed to correct the exercise price of the warrants to $7.55.

F2: Reflects a 1-for-2.5 reverse stock split effected on June 15, 2015.

F3: Represents securities held of record by 5AM Ventures, LLC. 5AM Partners, LLC is the manager 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.

F4: Represents securities held of record by 5AM Co-Investors, LLC. 5AM Partners, LLC is the manager 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.

F5: 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 a private company formerly known as Pulmatrix, Inc. (the "Former Entity") with an exercise price of $0.448266 in connection with the merger of the Former Entity into the Issuer (the "Merger").

F6: 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);

F7: (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.

F8: 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.