Sec Form 4 Filing - NBVM GP, LLC @ Lyra Therapeutics, Inc. - 2020-05-05

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change in beneficial ownership.

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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 *
NBVM GP, LLC
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)
60 WILLIAM STREET, SUITE 350
3. Date of Earliest Transaction (MM/DD/YY)
05/05/2020
(Street)
WELLESLEY, MA02481
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 651,453 A 651,453 I See footnote ( 2 )
Common Stock 05/05/2020 C 319,303 A 319,303 I See footnote ( 3 )
Common Stock 05/05/2020 C 471,929 A 471,929 I See footnote ( 4 )
Common Stock 05/05/2020 X 21,060 A $ 8.63 672,513 I See footnote ( 2 )
Common Stock 05/05/2020 S( 5 ) 11,360 D $ 16 661,153 I See footnote ( 2 )
Common Stock 05/05/2020 X 10,322 A $ 8.63 329,625 I See footnote ( 3 )
Common Stock 05/05/2020 S( 6 ) 5,568 D $ 16 324,057 I See footnote ( 3 )
Common Stock 05/05/2020 X 13,449 A $ 8.63 485,378 I See footnote ( 4 )
Common Stock 05/05/2020 S( 7 ) 7,255 D $ 16 478,123 I See footnote ( 4 )
Common Stock 05/05/2020 P 117,439 A $ 16 778,592 I See Footnote ( 2 )
Common Stock 05/05/2020 P 57,561 A $ 16 381,618 I See Footnote ( 3 )
Common Stock 05/05/2020 P 75,000 A $ 16 553,123 I See Footnote ( 4 )
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/A Convertible Preferred Stock ( 1 ) 05/05/2020 C 1,157,670 ( 1 ) ( 1 ) Common Stock 33,572 ( 1 ) 0 I See footnote ( 2 )
Series A-1/A Convertible Preferred Stock ( 1 ) 05/05/2020 C 567,420 ( 1 ) ( 1 ) Common Stock 16,455 ( 1 ) 0 I See footnote ( 3 )
Series A-1/A Convertible Preferred Stock ( 1 ) 05/05/2020 C 1,725,090 ( 1 ) ( 1 ) Common Stock 50,027 ( 1 ) 0 I See footnote ( 4 )
Series A-1/B Convertible Preferred Stock ( 1 ) 05/05/2020 C 1,105,754 ( 1 ) ( 1 ) Common Stock 32,066 ( 1 ) 0 I See footnote ( 2 )
Series A-1/B Convertible Preferred Stock ( 1 ) 05/05/2020 C 541,973 ( 1 ) ( 1 ) Common Stock 15,717 ( 1 ) 0 I See footnote ( 3 )
Series A-1/B Convertible Preferred Stock ( 1 ) 05/05/2020 C 1,647,727 ( 1 ) ( 1 ) Common Stock 47,783 ( 1 ) 0 I See footnote ( 4 )
Series A-1/C Convertible Preferred Stock ( 1 ) 05/05/2020 C 3,051,758 ( 1 ) ( 1 ) Common Stock 88,500 ( 1 ) 0 I See footnote ( 2 )
Series A-1/C Convertible Preferred Stock ( 1 ) 05/05/2020 C 1,495,786 ( 1 ) ( 1 ) Common Stock 43,377 ( 1 ) 0 I See footnote ( 3 )
Series A-1/C Convertible Preferred Stock ( 1 ) 05/05/2020 C 1,948,948 ( 1 ) ( 1 ) Common Stock 56,519 ( 1 ) 0 I See footnote ( 4 )
Series A-2 Convertible Preferred Stock ( 1 ) 05/05/2020 C 3,270,702 ( 1 ) ( 1 ) Common Stock 94,849 ( 1 ) 0 I See footnote ( 2 )
Series A-2 Convertible Preferred Stock ( 1 ) 05/05/2020 C 1,603,102 ( 1 ) ( 1 ) Common Stock 46,489 ( 1 ) 0 I See footnote ( 3 )
Series A-2 Convertible Preferred Stock ( 1 ) 05/05/2020 C 2,088,772 ( 1 ) ( 1 ) Common Stock 60,573 ( 1 ) 0 I See footnote ( 4 )
Series A-3 Convertible Preferred Stock ( 1 ) 05/05/2020 C 4,587,608 ( 1 ) ( 1 ) Common Stock 133,039 ( 1 ) 0 I See footnote ( 2 )
Series A-3 Convertible Preferred Stock ( 1 ) 05/05/2020 C 2,248,569 ( 1 ) ( 1 ) Common Stock 65,208 ( 1 ) 0 I See footnote ( 3 )
Series A-3 Convertible Preferred Stock ( 1 ) 05/05/2020 C 2,929,790 ( 1 ) ( 1 ) Common Stock 84,963 ( 1 ) 0 I See footnote ( 4 )
Series A-4 Convertible Preferred Stock ( 1 ) 05/05/2020 C 3,745,346 ( 1 ) ( 1 ) Common Stock 108,614 ( 1 ) 0 I See footnote ( 2 )
Series A-4 Convertible Preferred Stock ( 1 ) 05/05/2020 C 1,835,743 ( 1 ) ( 1 ) Common Stock 53,236 ( 1 ) 0 I See footnote ( 3 )
Series A-4 Convertible Preferred Stock ( 1 ) 05/05/2020 C 2,391,895 ( 1 ) ( 1 ) Common Stock 69,364 ( 1 ) 0 I See footnote ( 4 )
Series B Convertible Preferred Stock ( 1 ) 05/05/2020 C 3,124,633 ( 1 ) ( 1 ) Common Stock 90,613 ( 1 ) 0 I See footnote ( 2 )
Series B Convertible Preferred Stock ( 7 ) 05/05/2020 C 1,531,507 ( 1 ) ( 1 ) Common Stock 44,413 ( 1 ) 0 I See footnote ( 3 )
Series B Convertible Preferred Stock ( 1 ) 05/05/2020 C 1,995,489 ( 1 ) ( 1 ) Common Stock 57,868 ( 1 ) 0 I See footnote ( 4 )
Series C Convertible Preferred Stock ( 1 ) 05/05/2020 C 2,420,729 ( 1 ) ( 1 ) Common Stock 70,200 ( 1 ) 0 I See footnote ( 2 )
Series C Convertible Preferred Stock ( 1 ) 05/05/2020 C 1,186,496 ( 1 ) ( 1 ) Common Stock 34,408 ( 1 ) 0 I See footnote ( 3 )
Series C Convertible Preferred Stock ( 1 ) 05/05/2020 C 1,545,953 ( 1 ) ( 1 ) Common Stock 44,832 ( 1 ) 0 I See footnote ( 4 )
Common Warrants $ 8.63 05/05/2020 X 21,060 01/17/2020 01/10/2030 Common Stock 21,060 $ 0 0 I See footnote ( 2 )
Common Warrants $ 8.63 05/05/2020 X 10,322 01/17/2020 01/10/2030 Common Stock 10,322 $ 0 0 I See footnote ( 3 )
Common Warrants $ 8.63 05/05/2020 X 13,449 01/17/2020 01/10/2030 Common Stock 13,449 $ 0 0 I See footnote ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NBVM GP, LLC
60 WILLIAM STREET, SUITE 350
WELLESLEY, MA02481
X
DAMORE RICHARD A
60 WILLIAM STREET, SUITE 350
WELLESLEY02481
X
NORTH BRIDGE VENTURE PARTNERS V A LP
60 WILLIAM STREET, SUITE 350
WELLESLEY, MA02481
X
NORTH BRIDGE VENTURE PARTNERS V-B LP
60 WILLIAM STREET, SUITE 350
WELLESLEY, MA02481
X
North Bridge Venture Partners VI L P
60 WILLIAM STREET, SUITE 350
WELLESLEY, MA02481
X
North Bridge Venture Management V, L.P.
60 WILLIAM STREET, SUITE 350
WELLESLEY, MA02481
X
North Bridge Venture Management VI, L.P.
60 WILLIAM STREET, SUITE 350
WELLESLEY, MA02481
X
Signatures
North Bridge Venture Partners V-A, L.P., /s/ Edward T. Anderson, Manager of NBVM GP, general partner of North Bridge Venture Management V, L.P., general partner of North Bridge Venture Partners V-A, L.P. 05/06/2020
** Signature of Reporting Person Date
North Bridge Venture Partners V-B, L.P., /s/ Edward T. Anderson, Manager of NBVM GP, general partner of North Bridge Venture Management V, L.P., general partner of North Bridge Venture Partners V-B, L.P. 05/06/2020
** Signature of Reporting Person Date
North Bridge Venture Partners VI, L.P., /s/ Edward T. Anderson, Manager of NBVM GP, general partner of North Bridge Venture Management VI, L.P., general partner of North Bridge Venture Partners VI, L.P. 05/06/2020
** Signature of Reporting Person Date
North Bridge Venture Management V, L.P., /s/ Edward T. Anderson, Manager of NBVM GP, general partner of North Bridge Venture Management V, L.P. 05/06/2020
** Signature of Reporting Person Date
North Bridge Venture Management GP, LLC, /s/ Edward T. Anderson, Manager of NBVM GP 05/06/2020
** Signature of Reporting Person Date
North Bridge Venture Management VI, L.P., /s/ Edward T. Anderson, Manager of NBVM GP, general partner of North Bridge Venture Management VI, L.P. 05/06/2020
** Signature of Reporting Person Date
/s/ Richard A. D'Amore 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 North Bridge Venture Partners V-A, L.P. ("NBVP V-A"). North Bridge Venture Management V, L.P. ("NBVM V") is the sole general partner of NBVP V-A and North Bridge Venture Management GP, LLC ("NBVM GP") is the sole general partner of NBVM V. Each of Edward T. Anderson ("Anderson"), a member of the Issuer's board of directors, and Richard A. D'Amore ("D'Amore") are the managing members of NBVM GP and may be deemed to have shared voting and dispositive power over the shares held by NBVP V-A. Each of NBVM V, NBVM GP, Anderson and D'Amore 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 North Bridge Venture Partners V-B, L.P. ("NBVP V-B"). NBVM V is the sole general partner of NBVP V-B and NBVM GP is the sole general partner of NBVM V. Each of Anderson, a member of the Issuer's board of directors, and D'Amore are the managing members of NBVM GP and may be deemed to have shared voting and dispositive power over the shares held by NBVP V-B. Each of NBVM V, NBVM GP, Anderson and D'Amore 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 North Bridge Venture Partners VI, L.P. ("NBVP VI"). North Bridge Venture Management VI, L.P. ("NBVM VI") is the sole general partner of NBVP VI and NBVM GP is the sole general partner of NBVM VI. Each of Anderson, a member of the Issuer's board of directors, and D'Amore are the managing members of NBVM GP and may be deemed to have shared voting and dispositive power over the shares held by NBVP VI. Each of NBVM VI, NBVM GP, Anderson and D'Amore 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 )On May 5, 2020, NBVP V-A exercised a warrant to purchase 21,060 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 11,360 of the warrant shares to pay the exercise price and issued the remaining warrant shares to NBVP V-A. The Issuer also paid $12.20 to NBVP V-A in lieu of a fractional share.
( 6 )On May 5, 2020, NBVP V-B exercised a warrant to purchsae 10,322 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 5,568 of the warrant shares to pay the exercise price and issued the remaining warrant shares to NBVP V-B. The Issuer also paid $9.14 to NBVP V-B in lieu of a fractional share.
( 7 )On May 5, 2020, NBVP VI exercised a warrant to purchase 13,449 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 7,255 of the warrant shares to pay the exercise price and issued the remaining warrant shares to NBVP VI. The Issuer also paid $15.13 to NBVP VI in lieu of a fractional share.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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