SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GILLIS STEVEN

(Last) (First) (Middle)
8755 W HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Pulmatrix, Inc. [ PULM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $118(9) 08/28/2020 D(1) 1,771(9) (1) 06/16/2025 Common Stock 1,771(9) (1) 0 D
Stock Option (Right to Buy) $118 08/28/2020 A(1) 1,771 (1) 09/01/2021 Common Stock 1,771 (1) 1,771 D
Stock Option (Right to Buy) $110(9) 08/28/2020 D(2) 111(9) (2) 06/24/2025 Common Stock 111(9) (2) 0 D
Stock Option (Right to Buy) $110 08/28/2020 A(2) 111 (2) 09/01/2021 Common Stock 111 (2) 111 D
Stock Option (Right to Buy) $28(9) 08/28/2020 D(3) 880(9) (3) 02/03/2026 Common Stock 880(9) (3) 0 D
Stock Option (Right to Buy) $28 08/28/2020 A(3) 880 (3) 09/01/2021 Common Stock 880 (3) 880 D
Stock Option (Right to Buy) $27.8(9) 08/28/2020 D(4) 440(9) (4) 03/20/2027 Common Stock 440(9) (4) 0 D
Stock Option (Right to Buy) $27.8 08/28/2020 A(4) 440 (4) 09/01/2021 Common Stock 440 (4) 440 D
Stock Option (Right to Buy) $4.68(9) 08/28/2020 D(5) 12,400(9) (5) 06/05/2028 Common Stock 12,400(9) (5) 0 D
Stock Option (Right to Buy) $4.68 08/28/2020 A(5) 12,400 (5) 09/01/2021 Common Stock 12,400 (5) 12,400 D
Stock Option (Right to Buy) $1.06 08/28/2020 D(6) 15,000 (6) 05/16/2029 Common Stock 15,000 (6) 0 D
Stock Option (Right to Buy) $1.06 08/28/2020 A(6) 15,000 (6) 09/01/2021 Common Stock 15,000 (6) 15,000 D
Stock Option (Right to Buy) $1.54 08/28/2020 D(7) 15,000 (7) 01/09/2030 Common Stock 15,000 (7) 0 D
Stock Option (Right to Buy) $1.54 08/28/2020 A(7) 15,000 (7) 09/01/2021 Common Stock 15,000 (7) 15,000 D
Stock Option (Right to Buy) $1.28 08/28/2020 D(8) 10,000 (8) 04/02/2030 Common Stock 10,000 (8) 0 D
Stock Option (Right to Buy) $1.28 08/28/2020 A(8) 10,000 (8) 09/01/2021 Common Stock 10,000 (8) 10,000 D
Explanation of Responses:
1. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on June 16, 2015 and vested 100% on June 16, 2020. The post-termination exercise period was extended to September 1, 2021.
2. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on June 24, 2015 and vested 100% on June 16, 2020. The post-termination exercise period was extended to September 1, 2021.
3. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on February 3, 2016 and vested 100% on February 3, 2020. The post-termination exercise period was extended to September 1, 2021.
4. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on March 20, 2017 and provided for 25% vesting on March 20, 2018 and the remaining 75% to vest in thirty-six (36) equal monthly installments with 2.083% for each of the next thirty-six (36) months that follow March 20, 2018. Vesting was accelerated for 63 options that otherwise would not have become vested due to the reporting person's resignation. The post-termination exercise period was extended to September 1, 2021.
5. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on June 5, 2018 and provided for 25% vesting on June 5, 2018 and the remaining 75% to vest in thirty-six (36) equal monthly installments with 2.083% for each of the next thirty-six (36) months that follow June 5, 2018. Vesting was accelerated for 2,581 options that otherwise would not have become vested due to the reporting person's resignation. The post-termination exercise period was extended to September 1, 2021.
6. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on May 16, 2019 and provided for vesting in forty-eight (48) equal monthly installments on the 16th day of each month, with the first tranche vesting on June 16, 2019. Vesting was accelerated for 10,313 options that otherwise would not have become vested due to the reporting person's resignation. The post-termination exercise period was extended to September 1, 2021.
7. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on January 9, 2020 and provided for vesting in forty-eight (48) equal monthly installments beginning on the first monthly anniversary of the date of grant. Vesting was accelerated for 12,813 options that otherwise would not have become vested due to the reporting person's resignation. The post-termination exercise period was extended to September 1, 2021.
8. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on April 2, 2020 and provided for vesting in forty-eight (48) equal monthly installments beginning on the first monthly anniversary of the date of grant. Vesting was accelerated for 9,167 options that otherwise would not have become vested due to the reporting person's resignation. The post-termination exercise period was extended to September 1, 2021.
9. The securities and exercise prices shown have been adjusted from the time of grant to reflect the Issuer's 1-for-10 reverse stock split on February 3, 2019.
/s/ Steven Gillis 09/01/2020
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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