Pulmatrix, Inc. — Director's Dealing 2015

Jun 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Maki David (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-15	Common Stock	A	181819	—	Acquired	181819	Indirect
2015-06-16	Common Stock	P	36375	$6.875	Acquired	218194	Indirect
2015-06-15	Common Stock	A	181819	—	Acquired	181819	Indirect
2015-06-16	Common Stock	P	36375	$6.875	Acquired	218194	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-15	Warrants to Purchase Common Stock	$7.5625	A	398754	Acquired		Common Stock (398754)	Indirect
2015-06-15	Warrants to Purchase Common Stock	$7.5625	A	398754	Acquired		Common Stock (398754)	Indirect
2015-06-15	Stock Option (Right to Buy)	$2.20	A	1186	Acquired	2019-12-09	Common Stock (1186)	Direct
2015-06-15	Stock Option (Right to Buy)	$2.20	A	14850	Acquired	2020-05-24	Common Stock (14850)	Direct
2015-06-15	Stock Option (Right to Buy)	$2.20	A	1186	Acquired	2020-10-05	Common Stock (1186)	Direct
2015-06-16	Stock Option (Right to Buy)	$11.80	A	12720	Acquired	2025-06-16	Common Stock (12720)	Direct

Footnotes

F1: Reflects a 1-for-2.5 reverse stock split effected on June 15, 2015.

F2: On June 15, 2015, Altitude Life Science Ventures Fund II, L.P. ("Altitude Fund II") 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").

F3: On June 15, 2015, Altitude Life Science Ventures Side Fund II, L.P. ("Altitude Side Fund II") received these shares of the Issuer's Common Stock in exchange for securities of a private Former Entity in connection with the Merger.

F4: Represents securities directly beneficially owned by Altitude Fund II. Mr. Maki, a director of the Issuer and the General Partner of Altitude Fund II, may be deemed to have beneficially ownership over the shares held by Altitude Fund II. Mr. Maki disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.

F5: Represents securities directly beneficially owned by Altitude Side Fund II. Mr. Maki, a director of the Issuer and the General Partner of Altitude Side Fund II, may be deemed to have beneficially ownership over the shares held by Altitude Side Fund II. Mr. Maki disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.

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); (continue on footnote 7)

F7: (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.

F8: On June 15, 2015, Altitude Fund II received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 6,727,184 shares of common stock of Former Entity with an exercise price of $0.448266 in connection with the Merger.

F9: On June 15, 2015, Altitude Side Fund II received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 6,727,184 shares of common stock of Former Entity with an exercise price of $0.448266 in connection with the Merger.

F10: On June 15, 2015, Mr. Maki received these securities of the Issuer in exchange for a stock option to acquire 20,000 shares of common stock of the Former Entity for $0.13 per share, in connection with the Merger.

F11: These options are fully vested and exercisable.

F12: On June 15, 2015, Mr. Maki received these securities of the Issuer in exchange for a stock option to acquire 250,520 shares of common stock of the Former Entity for $0.13 per share, in connection with the Merger.

F13: On June 15, 2015, Mr. Maki received these securities of the Issuer in exchange for a stock option to acquire 20,000 shares of common stock of the Former Entity for $0.13 per share, in connection with the Merger.

F14: The option vests as to 2.08% monthly for 48 months from the date of grant.