Pulmatrix, Inc. — Major Shareholding Notification 2017

Feb 9, 2017

SC 13G/A 1 sc13ga.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Amendment No. 4

To

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(b)

PULMATRIX, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.0001 PER SHARE

(Title of Class of Securities)

74584P103

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

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CUSIP No. 74584P103

| 1 | NAME
OF REPORTING PERSONS S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Barry
Honig | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) [ ] (b) [ ] |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States | |

| NUMBER
OF SHARES | 5 | SOLE
VOTING POWER 282,650 |
| --- | --- | --- |
| BENEFICIALLY OWNED
BY | 6 | SHARED
VOTING POWER 0 |
| EACH REPORTING | 7 | SOLE
DISPOSITIVE POWER 282,650 |
| PERSON
WITH | 8 | SHARED
DISPOSITIVE POWER 0 |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 282,650 |
| --- | --- |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.92%
(Based on 14,701,564 shares of common stock outstanding as of November 2, 2016) |
| 12 | TYPE
OF REPORTING PERSON* IN |

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Item 1(a). Name of Issuer:

Pulmatrix, Inc., a Delaware corporation (“Issuer”)

Item 1(b). Address of Issuer's Principal Executive Offices:

99 Hayden Avenue, Suite 390

Lexington, MA 02421

Item 2(a). Name of Person Filing.

The statement is filed on behalf of Barry Honig (the “Reporting Person”).

Item 2(b). Address of Principal Business Office or, if None, Residence.

555 South Federal Highway #450, Boca Raton, FL 33432

Item 2(c). Citizenship.

The Reporting Person is a citizen of the United States.

Item 2(d). Title of Class of Securities.

Common Stock, par value $0.0001.

Item 2(e). CUSIP Number.

74584P103

Item 3. Type of Person

Not applicable.

Item 4. Ownership.

(a) Amount beneficially owned: 282,650

(b) Percent of class: 1.92% (Based on 14,701,564 shares of common stock outstanding as of November 2, 2016)

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 282,650

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 282,650

(iv) Shared power to dispose or to direct the disposition of: 0

Item 5. Ownership of Five Percent or Less of a Class.

[X]

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

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Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| Date:
February 9, 2017 |
| --- |
| Barry
Honig |

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