Sec Form 4 Filing - Polaris Venture Management Co. V, L.L.C. @ Lyra Therapeutics, Inc. - 2020-05-05

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Polaris Venture Management Co. V, L.L.C.
2. Issuer Name and Ticker or Trading Symbol
Lyra Therapeutics, Inc. [ LYRA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE MARINA PARK DRIVE, 10TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/05/2020
(Street)
BOSTON, MA02210
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 05/05/2020 C 993,981 A 993,981 I See footnote ( 2 )
Common Stock 05/05/2020 C 19,370 A 19,370 I See footnote ( 3 )
Common Stock 05/05/2020 C 9,936 A 9,936 I See footnote ( 4 )
Common Stock 05/05/2020 C 6,807 A 6,807 I See footnote ( 5 )
Common Stock 05/05/2020 X 17,304 A $ 8.63 1,011,285 I See footnote ( 2 )
Common Stock 05/05/2020 S( 6 ) 9,334 D $ 16 1,001,951 I See footnote ( 2 )
Common Stock 05/05/2020 X 337 A $ 8.63 19,707 I See footnote ( 3 )
Common Stock 05/05/2020 S( 7 ) 182 D $ 16 19,525 I See footnote ( 3 )
Common Stock 05/05/2020 X 173 A $ 8.63 10,109 I See footnote ( 4 )
Common Stock 05/05/2020 S( 8 ) 94 D $ 16 10,015 I See footnote ( 4 )
Common Stock 05/05/2020 X 118 A $ 8.63 6,925 I See footnote ( 5 )
Common Stock 05/05/2020 S( 9 ) 64 D $ 16 6,861 I See footnote ( 5 )
Common Stock 05/05/2020 P 60,308 A $ 16 1,062,259 I See footnote ( 2 )
Common Stock 05/05/2020 P 1,176 A $ 16 20,701 I See footnote ( 3 )
Common Stock 05/05/2020 P 603 A $ 16 10,618 I See footnote ( 4 )
Common Stock 05/05/2020 P 413 A $ 16 7,274 I See footnote ( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Series A-1/C Convertible Preferred Stock ( 1 ) 05/05/2020 C 6,268,687 ( 1 ) ( 1 ) Common Stock 181,790 ( 1 ) 0 I See footnote ( 2 )
Series A-1/C Convertible Preferred Stock ( 1 ) 05/05/2020 C 122,177 ( 1 ) ( 1 ) Common Stock 3,543 ( 1 ) 0 I See footnote ( 3 )
Series A-1/C Convertible Preferred Stock ( 1 ) 05/05/2020 C 62,687 ( 1 ) ( 1 ) Common Stock 1,817 ( 1 ) 0 I See footnote ( 4 )
Series A-1/C Convertible Preferred Stock ( 1 ) 05/05/2020 C 42,941 ( 1 ) ( 1 ) Common Stock 1,245 ( 1 ) 0 I See footnote ( 5 )
Series A-2 Convertible Preferred Stock ( 1 ) 05/05/2020 C 3,296,014 ( 1 ) ( 1 ) Common Stock 95,583 ( 1 ) 0 I See footnote ( 2 )
Series A-2 Convertible Preferred Stock ( 1 ) 05/05/2020 C 64,237 ( 1 ) ( 1 ) Common Stock 1,862 ( 1 ) 0 I See footnote ( 3 )
Series A-2 Convertible Preferred Stock ( 1 ) 05/05/2020 C 32,961 ( 1 ) ( 1 ) Common Stock 955 ( 1 ) 0 I See footnote ( 4 )
Series A-2 Convertible Preferred Stock ( 1 ) 05/05/2020 C 22,580 ( 1 ) ( 1 ) Common Stock 654 ( 1 ) 0 I See footnote ( 5 )
Series A-3 Convertible Preferred Stock ( 1 ) 05/05/2020 C 8,610,081 ( 1 ) ( 1 ) Common Stock 249,690 ( 1 ) 0 I See footnote ( 2 )
Series A-3 Convertible Preferred Stock ( 1 ) 05/05/2020 C 167,809 ( 1 ) ( 1 ) Common Stock 4,866 ( 1 ) 0 I See footnote ( 3 )
Series A-3 Convertible Preferred Stock ( 1 ) 05/05/2020 C 86,101 ( 1 ) ( 1 ) Common Stock 2,496 ( 1 ) 0 I See footnote ( 4 )
Series A-3 Convertible Preferred Stock ( 1 ) 05/05/2020 C 58,980 ( 1 ) ( 1 ) Common Stock 1,710 ( 1 ) 0 I See footnote ( 5 )
Series A-4 Convertible Preferred Stock ( 1 ) 05/05/2020 C 7,693,406 ( 1 ) ( 1 ) Common Stock 223,107 ( 1 ) 0 I See footnote ( 2 )
Series A-4 Convertible Preferred Stock ( 1 ) 05/05/2020 C 149,944 ( 1 ) ( 1 ) Common Stock 4,348 ( 1 ) 0 I See footnote ( 3 )
Series A-4 Convertible Preferred Stock ( 1 ) 05/05/2020 C 76,934 ( 1 ) ( 1 ) Common Stock 2,231 ( 1 ) 0 I See footnote ( 4 )
Series A-4 Convertible Preferred Stock ( 1 ) 05/05/2020 C 52,700 ( 1 ) ( 1 ) Common Stock 1,528 ( 1 ) 0 I See footnote ( 5 )
Series B Convertible Preferred Stock ( 1 ) 05/05/2020 C 6,418,387 ( 1 ) ( 1 ) Common Stock 186,131 ( 1 ) 0 I See footnote ( 2 )
Series B Convertible Preferred Stock ( 1 ) 05/05/2020 C 125,094 ( 1 ) ( 1 ) Common Stock 3,627 ( 1 ) 0 I See footnote ( 3 )
Series B Convertible Preferred Stock ( 1 ) 05/05/2020 C 64,183 ( 1 ) ( 1 ) Common Stock 1,861 ( 1 ) 0 I See footnote ( 4 )
Series B Convertible Preferred Stock ( 1 ) 05/05/2020 C 43,966 ( 1 ) ( 1 ) Common Stock 1,275 ( 1 ) 0 I See footnote ( 5 )
Series C Convertible Preferred Stock ( 1 ) 05/05/2020 C 1,988,991 ( 1 ) ( 1 ) Common Stock 57,680 ( 1 ) 0 I See footnote ( 2 )
Series C Convertible Preferred Stock ( 1 ) 05/05/2020 C 38,765 ( 1 ) ( 1 ) Common Stock 1,124 ( 1 ) 0 I See footnote ( 3 )
Series C Convertible Preferred Stock ( 1 ) 05/05/2020 C 19,890 ( 1 ) ( 1 ) Common Stock 576 ( 1 ) 0 I See footnote ( 4 )
Series C Convertible Preferred Stock ( 1 ) 05/05/2020 C 13,625 ( 1 ) ( 1 ) Common Stock 395 ( 1 ) 0 I See footnote ( 5 )
Common Warrants $ 8.63 05/05/2020 X 17,304 01/10/2020 01/10/2030 Common Stock 17,304 ( 1 ) 0 I See footnote ( 2 )
Common Warrants $ 8.63 05/05/2020 X 337 01/10/2020 01/10/2030 Common Stock 337 ( 1 ) 0 I See footnote ( 3 )
Common Warrants $ 8.63 05/05/2020 X 173 01/10/2020 01/10/2030 Common Stock 173 ( 1 ) 0 I See footnote ( 4 )
Common Warrants $ 8.63 05/05/2020 X 118 01/10/2020 01/10/2030 Common Stock 118 ( 1 ) 0 I See footnote ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Polaris Venture Management Co. V, L.L.C.
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON, MA02210
X
Polaris Venture Partners Special Founders' Fund V, L.P.
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON, MA02210
X
Polaris Venture Partners V, L.P.
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON, MA02210
X
Polaris Venture Partners Entrepreneurs' Fund V, L.P.
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON, MA02210
X
Polaris Venture Partners Founders' Fund V, L.P.
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON, MA02210
X
MCGUIRE TERRANCE
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON, MA02210
X
Flint Jonathan A
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON, MA02210
X
Signatures
/s/ Lauren Crockett, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C. 05/06/2020
Signature of Reporting Person Date
/s/ Lauren Crockett, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Special Founders' Fund V, L.P. 05/06/2020
Signature of Reporting Person Date
/s/ Lauren Crockett, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners V, L.P. 05/06/2020
Signature of Reporting Person Date
/s/ Lauren Crockett, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Entrepreneurs' Fund V, L.P. 05/06/2020
Signature of Reporting Person Date
/s/ Lauren Crockett, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Founders' Fund V, L.P. 05/06/2020
Signature of Reporting Person Date
/s/ Lauren Crockett, Attorney-in-Fact for Terrance G. McGuire 05/06/2020
Signature of Reporting Person Date
/s/ Lauren Crockett, Attorney-in-Fact for Jonathan A. Flint 05/06/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of preferred stock was automatically converted into 0.0289998 shares of common stock upon the closing of the Issuer's initial public offering. The preferred stock had no expiration date.
( 2 )The reportable securities are owned directly by Polaris Venture Partners V, L.P. ("PVP V"). Polaris Venture Management Co. V, L.L.C. ("PVM V") is the general partner of PVP V. Each of Jonathan A. Flint ("Flint") and Terrance G. McGuire ("McGuire") are the managing members of PVM V and may be deemed to have shared voting and dispositive power over the shares held by PVP V. Each of PVM V, Flint and McGuire disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one 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.
( 3 )The reportable securities are owned directly by Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVPE V"). PVM V is the general partner of PVPE V. Each of Flint and McGuire are the managing members of PVM V and may be deemed to have shared voting and dispositive power over the shares held by PVPE V. Each of PVM V, Flint and McGuire disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one 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.
( 4 )The reportable securities are owned directly by Polaris Venture Partners Special Founders' Fund V, L.P. ("PVPSFF V"). PVM V is the general partner of PVPSFF V. Each of Flint and McGuire are the managing members of PVM V and may be deemed to have shared voting and dispositive power over the shares held by PVPSFF V. Each of PVM V, Flint and McGuire disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one 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.
( 5 )The reportable securities are owned directly by Polaris Venture Partners Founders' Fund V, L.P. ("PVPFF V"). PVM V is the general partner of PVPFF V. Each of Flint and McGuire are the managing members of PVM V and may be deemed to have shared voting and dispositive power over the shares held by PVPFF V. Each of PVM V, Flint and McGuire disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one 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.
( 6 )On May 5, 2020, PVP V exercised a warrant to purchase 17,304 shares of the Issuer's common stock for $16.00 a share, which represents the Issuer's initial public offering price. In connection with the automatic net exercise of the warrant immediately prior to the closing of the Issuer's initial public offering, the Issuer withheld 9,334 of the warrant shares to pay the exercise price and issued the remaining warrant shares to PVP V. The Issuer also paid $10.48 to PVP V in lieu of a fractional share.
( 7 )On May 5, 2020, PVPE V exercised a warrant to purchsae 337 shares of the Issuer's common stock for $16.00 a share, which represents the Issuer's initial public offering price. In connection with the automatic net exercise of the warrant immediately prior to the closing of the Issuer's initial public offering, the Issuer withheld 182 of the warrant shares to pay the exercise price and issued the remaining warrant shares to PVPE V. The Issuer also paid $3.69 to PVPE V in lieu of a fractional share.
( 8 )On May 5, 2020, PVPSFF V exercised a warrant to purchase 173 shares of the Issuer's common stock for $16.00 a share, which represents the Issuer's initial public offering price. In connection with the automatic net exercise of the warrant immediately prior to the closing of the Issuer's initial public offering, the Issuer withheld 94 of the warrant shares to pay the exercise price and issued the remaining warrant shares to PVPSFF V. The Issuer also paid $11.01 to PVPSFF V in lieu of a fractional share.
( 9 )On May 5, 2020, PVPFF V exercised a warrant to purchase 118 shares of the Issuer's common stock for $16.00 a share, which represents the Issuer's initial public offering price. In connection with the automatic net exercise of the warrant immediately prior to the closing of the Issuer's initial public offering, the Issuer withheld 64 of the warrant shares to pay the exercise price and issued the remaining warrant shares to PVPFF V. The Issuer also paid $5.66 to the PVPFF V in lieu of a fractional share.

Remarks:
Flint and McGuire are also the managing members of Polaris Venture Management Co. IV, L.L.C., the sole general partner of each of Polaris Venture Partners IV, L.P. and Polaris Venture Partners Entrepreneurs' Fund IV, L.P. Due to limitations of the EDGAR filing system, this report on Form 4 is one of two reports which are being filed to enable all joint filers to gain access to the EDGAR filing system.

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