This Amendment No. 4 (the "Amendment No. 4") to the statement filed on Schedule 13D on June 25, 2015 (the "Original 13D"), as amended by Amendment No. 1 (the "Amendment No. 1") to the Original 13D filed February 7, 2017, as amended by Amendment No. 2 (the "Amendment No. 2") filed on January 5, 2018, and as amended by Amendment No. 3 (the "Amendment No. 3") filed on April 12, 2018, relating to the Common Stock, $0.0001 par value per share (the "Common Stock"), of Pulmatrix, Inc. (the "Issuer") having its principal executive office at 99 Hayden Avenue, Suite 390, Lexington, MA, 02421 (the "Original 13D", together with this Amendment No. 4, Amendment No. 3, Amendment No. 2 and Amendment No. 1, the "Schedule 13D") amends the Original 13D as set forth herein.

Certain terms used but not defined in this Amendment No. 4 shall have the meanings assigned thereto in the Original 13D (as amended by Amendment No. 1,Amendment No. 2, and Amendment No. 3). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Original 13D, Amendment No. 3, Amendment No. 2 or Amendment No. 1.

Item 5 of the Original 13D (as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3) is hereby amended and restated in its entirety as follows:

(a)	ARCH Venture Fund VII is the record owner of 458,646 shares of Common Stock (the "Record Shares"), which includes warrants exercisable for 115,000 shares of common stock.

 

(b)	AVP VII LP, as the sole general partner of ARCH Venture Fund VII, may be deemed to beneficially own the Record Shares.  AVP VII LLC, as the sole general partner of AVP VII LP, may be deemed to beneficially own the Record Shares.

In addition, each of the Managing Directors may be deemed to share the power to direct the disposition and vote of the Record Shares. Each Reporting Person disclaims beneficial ownership of all securities except for the shares, if any, held of record by such Reporting Person.

The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet.  Such percentage was calculated based on 8,027,895 shares of Common Stock reported by the Issuer to be outstanding as of February 14, 2019, based on review of the Issuer's Form 10-K filed with the Securities and Exchange Commission on February 19, 2019, plus the warrants exercisable for 115,000 shares of common stock held by ARCH Venture Fund VII.

(c)	Regarding the number of shares as to which such person has:

(i)

sole power to vote or to direct the vote:  See line 7 of cover sheets.

(ii)

shared power to vote or to direct the vote:  See line 8 of cover sheets.

(iii)

sole power to dispose or to direct the disposition:  See line 9 of cover sheets.

(d)	None of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.

(e)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, shares beneficially owned by any of the Reporting Persons.

(f)

Not applicable

 

Exhibit 1 – Power of Attorney (Incorporated by reference from Exhibit 24 to the Form 3 relating to the beneficial ownership of shares of Receptos, Inc. (file no. 001-35900) by the Reporting Persons filed with the Securities Exchange Commission on May 8, 2015).

 

Exhibit 2 – Agreement regarding filing of joint Schedule 13D.

By:                       *                          

         Managing Director

 

Keith Crandell

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By:                       *                          

         Managing Director

 

Keith Crandell