SEC Filing - Lyra Therapeutics, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

ANDERSON EDWARD T

(Last)

(First)

(Middle)

C/O LYRA THERAPEUTICS, INC.

480 ARSENAL WAY

(Street)

WATERTOWN

02472

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/30/2020

3. Issuer Name and Ticker or Trading Symbol
Lyra Therapeutics, Inc. [ LYRA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1/A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	33,572	⁽¹⁾	I	See footnote⁽²⁾
Series A-1/A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	16,455	⁽¹⁾	I	See footnote⁽³⁾
Series A-1/A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	50,027	⁽¹⁾	I	See footnote⁽⁴⁾
Series A-1/B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	32,066	⁽¹⁾	I	See footnote⁽²⁾
Series A-1/B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	15,717	⁽¹⁾	I	See footnote⁽³⁾
Series A-1/B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	47,783	⁽¹⁾	I	See footnote⁽⁴⁾
Series A-1/C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	88,500	⁽¹⁾	I	See footnote⁽²⁾
Series A-1/C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	43,377	⁽¹⁾	I	See footnote⁽³⁾
Series A-1/C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	56,519	⁽¹⁾	I	See footnote⁽⁴⁾
Series A-2 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	94,849	⁽¹⁾	I	See footnote⁽²⁾
Series A-2 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	46,489	⁽¹⁾	I	See footnote⁽³⁾
Series A-2 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	60,573	⁽¹⁾	I	See footnote⁽⁴⁾
Series A-3 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	133,039	⁽¹⁾	I	See footnote⁽²⁾
Series A-3 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	65,208	⁽¹⁾	I	See footnote⁽³⁾
Series A-3 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	84,963	⁽¹⁾	I	See footnote⁽⁴⁾
Series A-4 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	108,614	⁽¹⁾	I	See footnote⁽²⁾
Series A-4 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	53,236	⁽¹⁾	I	See footnote⁽³⁾
Series A-4 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	69,364	⁽¹⁾	I	See footnote⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	90,613	⁽¹⁾	I	See footnote⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	44,413	⁽¹⁾	I	See footnote⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	57,868	⁽¹⁾	I	See footnote⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	70,200	⁽¹⁾	I	See footnote⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	34,408	⁽¹⁾	I	See footnote⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	44,832	⁽¹⁾	I	See footnote⁽⁴⁾
Common Warrants	01/17/2020	01/10/2030	Common Stock	21,060	8.63	I	See footnote⁽²⁾
Common Warrants	01/17/2020	01/10/2030	Common Stock	10,322	8.63	I	See footnote⁽³⁾
Common Warrants	01/17/2020	01/10/2030	Common Stock	13,449	8.63	I	See footnote⁽⁴⁾

Explanation of Responses:

1. The preferred stock is convertible at any time, at the holder's election and has no expiration date. Each share of preferred stock shall be automatically converted into 0.0289998 shares of common stock upon the closing of the Issuer's initial public offering.

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 the Reporting Person, 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, the Reporting Person 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 the Reporting Person, 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, the Reporting Person 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 the Reporting Person, 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, the Reporting Person 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:

Exhibit 24 - Power of Attorney.

	/s/ R. Don Elsey, Attorney-in-Fact for Edward Anderson	04/30/2020
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                                                     EXHIBIT 24

                               POWER OF ATTORNEY

        With respect to holdings of and transactions in securities issued by
Lyra Therapeutics, Inc. (the "Company"), the undersigned hereby constitutes and
appoints the individuals named on Schedule A attached hereto and as may be
amended from time to time, or any of them signing singly, with full power of
substitution and resubstitution, to act as the undersigned's true and lawful
attorney-in-fact to:

        1.    prepare, execute in the undersigned's name and on the
              undersigned's behalf, and submit to the United States Securities
              and Exchange Commission (the "SEC") a Form ID, including
              amendments thereto, and any other documents necessary or
              appropriate to obtain and/or regenerate codes and passwords
              enabling the undersigned to make electronic filings with the SEC
              of reports required by Section 16(a) of the Securities Exchange
              Act of 1934, as amended, or any rule or regulation of the SEC;

        2.    execute for and on behalf of the undersigned, Forms 3, 4, and 5 in
              accordance with Section 16 of the Securities Exchange Act of 1934,
              as amended, and the rules thereunder;

        3.    do and perform any and all acts for and on behalf of the
              undersigned which may be necessary or desirable to complete and
              execute any such Form 3, 4, or 5, complete and execute any
              amendment or amendments thereto, and timely file such form with
              the SEC and any stock exchange or similar authority; and

        4.    take any other action of any type whatsoever in connection with
              the foregoing which, in the opinion of such attorney-in-fact, may
              be of benefit to, in the best interest of, or legally required by,
              the undersigned, it being understood that the documents executed
              by such attorney-in-fact on behalf of the undersigned pursuant to
              this Power of Attorney shall be in such form and shall contain
              such terms and conditions as such attorney-in-fact may approve in
              such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution and resubstitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorneys-in-fact substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted.

        The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 27th day of April, 2020.


                                        Signature:   /s/ Edward Anderson
                                                     -------------------
                                        Print Name:  Edward Anderson

                                  Schedule A

        Individuals Appointed as Attorney-in-Fact with Full Power of
Substitution and Resubstitution

Maria Palasis, Ph.D.
R. Don Elsey