Pulmatrix, Inc. — Director's Dealing 2018

Apr 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Pulmatrix, Inc. (PULM)
CIK: 0001574235
Period of Report: 2018-04-03

Reporting Person: MCGUIRE TERRANCE (Director, 10% Owner)
Reporting Person: Flint Jonathan A (10% Owner)
Reporting Person: Polaris Venture Management Co IV LLC (10% Owner)
Reporting Person: POLARIS VENTURE PARTNERS ENTREPRENEURS FUND IV LP (10% Owner)
Reporting Person: POLARIS VENTURE PARTNERS IV LP (10% Owner)
Reporting Person: Polaris Venture Management Co. V, L.L.C. (10% Owner)
Reporting Person: Polaris Venture Partners Entrepreneurs' Fund V, L.P. (10% Owner)
Reporting Person: Polaris Venture Partners V, L.P. (10% Owner)
Reporting Person: Polaris Venture Partners Founders' Fund V, L.P. (10% Owner)
Reporting Person: Polaris Venture Partners Special Founders' Fund V, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-03	Common Stock	P	345551	—	Acquired	1556676	Indirect
2018-04-03	Common Stock	P	6478	—	Acquired	29178	Indirect
2018-04-03	Common Stock	P	769989	—	Acquired	3468190	Indirect
2018-04-03	Common Stock	P	15007	—	Acquired	67729	Indirect
2018-04-03	Common Stock	P	5275	—	Acquired	23875	Indirect
2018-04-03	Common Stock	P	7700	—	Acquired	34587	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-03	Series A Warrant (right to buy)	$0.65	P	345551	Acquired	2018-10-03	Common Stock (345551)	Indirect
2018-04-03	Series B Warrant (right to buy)	$0.75	P	345551	Acquired	2023-04-03	Common Stock (345551)	Indirect
2018-04-03	Series A Warrant (right to buy)	$0.65	P	6478	Acquired	2018-10-03	Common Stock (6478)	Indirect
2018-04-03	Series B Warrant (right to buy)	$0.75	P	6478	Acquired	2023-04-03	Common Stock (6478)	Indirect
2018-04-03	Series A Warrant (right to buy)	$0.65	P	769989	Acquired	2018-10-03	Common Stock (769989)	Indirect
2018-04-03	Series B Warrant (right to buy)	$0.75	P	769989	Acquired	2023-04-03	Common Stock (769989)	Indirect
2018-04-03	Series A Warrant (right to buy)	$0.65	P	15007	Acquired	2018-10-03	Common Stock (15007)	Indirect
2018-04-03	Series B Warrant (right to buy)	$0.75	P	15007	Acquired	2023-04-03	Common Stock (15007)	Indirect
2018-04-03	Series A Warrant (right to buy)	$0.65	P	5275	Acquired	2018-10-03	Common Stock (5275)	Indirect
2018-04-03	Series B Warrant (right to buy)	$0.75	P	5275	Acquired	2023-04-03	Common Stock (5275)	Indirect
2018-04-03	Series A Warrant (right to buy)	$0.65	P	7700	Acquired	2018-10-03	Common Stock (7700)	Indirect
2018-04-03	Series B Warrant (right to buy)	$0.75	P	7700	Acquired	2023-04-03	Common Stock (7700)	Indirect

Footnotes

F1: The reported securities were included within 345,551 Units purchased by Polaris Venture Partners IV, L.P. ("PVP IV") for $0.65 per Unit (each, a "Unit"). Each Unit consisted of one share of common stock, one Series A Warrant to purchase one share of common stock at an exercise price of $0.65 per share, and one Series B Warrant to purchase one share of common stock at an exercise price of $0.75 per share.

F2: Securities held of record by PVP IV.

F3: 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.

F4: 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 respective pecuniary interests therein.

F5: The reported securities were included within 6,478 Units purchased by PVPE IV.

F6: Securities held of record by PVPE IV.

F7: The reported securities were included within 769,989 Units purchased by Polaris Venture Partners V, L.P. ("PVP V").

F8: Securities held of record by PVP V.

F9: 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.

F10: 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 respective pecuniary interests therein.

F11: The reported securities were included within 15,007 Units purchased by PVPEF V.

F12: Securities held of record by PVPEF V.

F13: The reported securities were included within 5,275 Units purchased by PVPFF V.

F14: Securities held of record by PVPFF V.

F15: The reported securities were included within 7,700 Units purchased by PVPSFF V.

F16: Securities held of record by PVPSFF V.