SEC FORM 4 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*
NBVM GP, LLC

(Last) (First) (Middle)
150 A STREET, SUITE 102

(Street)
NEEDHAM MA 02494

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
05/31/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
Common Stock 05/31/2023 P(1) 403,858 A $2.43 2,259,301 I See footnote(2)
Common Stock 05/31/2023 P(1) 197,946 A $2.43 1,107,370 I See footnote(3)
Common Stock 05/31/2023 P(1) 1,203,612 A $2.43 2,521,745 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 (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
Warrant to purchase Common Stock $2.673 05/31/2023 P(1) 201,929 11/30/2023 11/30/2028 Common Stock 201,929 $0.125 201,929 I See footnote(2)
Warrant to purchase Common Stock $2.673 05/31/2023 P(1) 98,973 11/30/2023 11/30/2028 Common Stock 98,973 $0.125 98,973 I See footnote(3)
Warrant to purchase Common Stock $2.673 05/31/2023 P(1) 601,806 11/30/2023 11/30/2028 Common Stock 601,806 $0.125 601,806 I See footnote(4)
1. Name and Address of Reporting Person*
NBVM GP, LLC

(Last) (First) (Middle)
150 A STREET, SUITE 102

(Street)
NEEDHAM MA 02494

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DAMORE RICHARD A

(Last) (First) (Middle)
150 A STREET, SUITE 102

(Street)
NEEDHAM MA 02494

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NORTH BRIDGE VENTURE PARTNERS V A LP

(Last) (First) (Middle)
150 A STREET, SUITE 102

(Street)
NEEDHAM MA 02494

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NORTH BRIDGE VENTURE PARTNERS V-B LP

(Last) (First) (Middle)
150 A STREET, SUITE 102

(Street)
NEEDHAM MA 02494

(City) (State) (Zip)
1. Name and Address of Reporting Person*
North Bridge Venture Partners VI L P

(Last) (First) (Middle)
150 A STREET, SUITE 102

(Street)
NEEDHAM MA 02494

(City) (State) (Zip)
1. Name and Address of Reporting Person*
North Bridge Venture Management V, L.P.

(Last) (First) (Middle)
150 A STREET, SUITE 102

(Street)
NEEDHAM MA 02494

(City) (State) (Zip)
1. Name and Address of Reporting Person*
North Bridge Venture Management VI, L.P.

(Last) (First) (Middle)
150 A STREET, SUITE 102

(Street)
NEEDHAM MA 02494

(City) (State) (Zip)
Explanation of Responses:
1. The reportable securities were acquired pursuant to the Securities Purchase Agreement dated May 25, 2023 between the Issuer, North Bridge Venture Partners V-A, L.P. ("NBVP V-A"), North Bridge Venture Partners V-B, L.P. ("NBVP V-B"), North Bridge Venture Partners VI, L.P. ("NBVP VI") and certain other investors.
2. The reportable securities are owned directly by 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 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 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.
Remarks:
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. 06/02/2023
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. 06/02/2023
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. 06/02/2023
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. 06/02/2023
North Bridge Venture Management GP, LLC, /s/ Edward T. Anderson, Manager of NBVM GP 06/02/2023
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. 06/02/2023
/s/ Richard A. D'Amore 06/02/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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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