Sec Form 4 Filing - MCGUIRE TERRANCE @ Pulmatrix, Inc. - 2018-04-03

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 MCGUIRE TERRANCE 2. Issuer Name and Ticker or Trading Symbol Pulmatrix, Inc. [ PULM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PULMATRIX, INC., 99 HAYDEN AVE., SUITE 390 3. Date of Earliest Transaction (MM/DD/YY) 04/03/2018 (Street) LEXINGTON, MA02421 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 04/03/2018 P 345,551 A 1,556,676 I See Footnotes ( 2 ) ( 3 ) ( 4 ) Common Stock 04/03/2018 P 6,478 A 29,178 I See Footnotes ( 3 ) ( 4 ) ( 6 ) Common Stock 04/03/2018 P 769,989 A 3,468,190 I See Footnotes ( 8 ) ( 9 ) ( 10 ) Common Stock 04/03/2018 P 15,007 A 67,729 I See Footnotes ( 9 ) ( 10 ) ( 12 ) Common Stock 04/03/2018 P 5,275 A 23,875 I See Footnotes ( 9 ) ( 10 ) ( 14 ) Common Stock 04/03/2018 P 7,700 A 34,587 I See Footnotes ( 9 ) ( 10 ) ( 16 )

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 Warrant (right to buy) $ 0.65 04/03/2018 P 345,551 04/03/2018 10/03/2018 Common Stock 345,551 ( 1 ) 345,551 I See Footnotes ( 2 ) ( 3 ) ( 4 ) Series B Warrant (right to buy) $ 0.75 04/03/2018 P 345,551 04/03/2018 04/03/2023 Common Stock 345,551 ( 1 ) 345,551 I See Footnotes ( 2 ) ( 3 ) ( 4 ) Series A Warrant (right to buy) $ 0.65 04/03/2018 P 6,478 04/03/2018 10/03/2018 Common Stock 6,478 ( 5 ) 6,478 I See Footnotes ( 3 ) ( 4 ) ( 6 ) Series B Warrant (right to buy) $ 0.75 04/03/2018 P 6,478 04/03/2018 04/03/2023 Common Stock 6,478 ( 5 ) 6,478 I See Footnotes ( 3 ) ( 4 ) ( 6 ) Series A Warrant (right to buy) $ 0.65 04/03/2018 P 769,989 04/03/2018 10/03/2018 Common Stock 769,989 ( 7 ) 769,989 I See Footnotes ( 8 ) ( 9 ) ( 10 ) Series B Warrant (right to buy) $ 0.75 04/03/2018 P 769,989 04/03/2018 04/03/2023 Common Stock 769,989 ( 7 ) 769,989 I See Footnotes ( 8 ) ( 9 ) ( 10 ) Series A Warrant (right to buy) $ 0.65 04/03/2018 P 15,007 04/03/2018 10/03/2018 Common Stock 15,007 ( 11 ) 15,007 I See Footnotes ( 9 ) ( 10 ) ( 12 ) Series B Warrant (right to buy) $ 0.75 04/03/2018 P 15,007 04/03/2018 04/03/2023 Common Stock 15,007 ( 11 ) 15,007 I See Footnotes ( 9 ) ( 10 ) ( 12 ) Series A Warrant (right to buy) $ 0.65 04/03/2018 P 5,275 04/03/2018 10/03/2018 Common Stock 5,275 ( 13 ) 5,275 I See Footnotes ( 9 ) ( 10 ) ( 14 ) Series B Warrant (right to buy) $ 0.75 04/03/2018 P 5,275 04/03/2018 04/03/2023 Common Stock 5,275 ( 13 ) 5,275 I See Footnotes ( 9 ) ( 10 ) ( 14 ) Series A Warrant (right to buy) $ 0.65 04/03/2018 P 7,700 04/03/2018 10/03/2018 Common Stock 7,700 ( 15 ) 7,700 I See Footnotes ( 9 ) ( 10 ) ( 16 ) Series B Warrant (right to buy) $ 0.75 04/03/2018 P 7,700 04/03/2018 04/03/2023 Common Stock 7,700 ( 15 ) 7,700 I See Footnotes ( 9 ) ( 10 ) ( 16 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCGUIRE TERRANCE C/O PULMATRIX, INC. 99 HAYDEN AVE., SUITE 390 LEXINGTON, MA02421 X X Flint Jonathan A ONE MARINA PARK DRIVE, 10TH FLOOR BOSTON, MA02210 X Polaris Venture Management Co IV LLC ONE MARINA PARK DRIVE, 10TH FLOOR BOSTON, MA02210 X POLARIS VENTURE PARTNERS ENTREPRENEURS FUND IV LP ONE MARINA PARK DRIVE, 10TH FLOOR BOSTON, MA02210 X POLARIS VENTURE PARTNERS IV LP ONE MARINA PARK DRIVE, 10TH FLOOR BOSTON, MA02210 X Polaris Venture Management Co. V, L.L.C. 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 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 Polaris Venture Partners Special Founders' Fund V, L.P. ONE MARINA PARK DRIVE, 10TH FLOOR BOSTON, MA02210 X Signatures /s/ Max Eisenberg, Attorney-in-Fact for Terrance McGuire 04/05/2018 Signature of Reporting Person Date /s/ Max Eisenberg, Attorney-in-Fact for Jonathan A. Flint 04/05/2018 Signature of Reporting Person Date /s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Management Co. IV, L.L.C. 04/05/2018 Signature of Reporting Person Date /s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Management Co. IV, L.L.C., general partner of Polaris Venture Partners Entrepreneurs' Fund IV, L.P. 04/05/2018 Signature of Reporting Person Date /s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Management Co. IV, L.L.C., general partner of Polaris Venture Partners IV, L.P. 04/05/2018 Signature of Reporting Person Date /s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C. 04/05/2018 Signature of Reporting Person Date /s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Entrepreneurs' Fund V, L.P. 04/05/2018 Signature of Reporting Person Date /s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners V, L.P. 04/05/2018 Signature of Reporting Person Date /s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Founders' Fund V, L.P. 04/05/2018 Signature of Reporting Person Date /s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Special Founders' Fund V, L.P. 04/05/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities were included within 345,551 Units purchased by Polaris Venture Partners IV, L.P. ("PVP IV") for $0.65 per Unit (each, a "Unit"). Each Unit consisted of one share of common stock, one Series A Warrant to purchase one share of common stock at an exercise price of $0.65 per share, and one Series B Warrant to purchase one share of common stock at an exercise price of $0.75 per share. ( 2 )Securities held of record by PVP IV. ( 3 )Polaris Venture Management Co. IV, L.L.C. ("PVM IV") is the general partner of PVP IV and Polaris Venture Partners Entrepreneurs' Fund IV, L.P. ("PVPE IV"). Each of Jonathan A. Flint and Terrance G. McGuire are the managing members of PVM IV. PVM IV disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM IV is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Each of Jonathan A. Flint and Terrance G. McGuire, in their respective capacities with regard to PVM IV, may be deemed to have shared voting and dispositive power over the shares held by each of PVP IV and PVPE IV. ( 4 )Each of Messrs. Flint and McGuire disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any 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 reported securities were included within 6,478 Units purchased by PVPE IV. ( 6 )Securities held of record by PVPE IV. ( 7 )The reported securities were included within 769,989 Units purchased by Polaris Venture Partners V, L.P. ("PVP V"). ( 8 )Securities held of record by PVP V. ( 9 )Polaris Venture Management Co. V, LLC ("PVM V") is the general partner of PVP V, Polaris Venture Partners Founders' Fund V, L.P. ("PVPFF V"), Polaris Venture Partners Special Founders' Fund V, L.P. ("PVPSFF V") and Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVPEF V"). Each of Jonathan A. Flint and Terrance G. McGuire are the managing members of PVM V. PVM V disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM V is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Each of Jonathan A. Flint and Terrance G. McGuire, in their respective capacities with regard to PVM V, may be deemed to have shared voting and dispositive power over the shares held by each of PVP V, PVPFF V, PFPSFF V and PVPEF V. ( 10 )Each of Messrs. Flint and McGuire disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any 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. ( 11 )The reported securities were included within 15,007 Units purchased by PVPEF V. ( 12 )Securities held of record by PVPEF V. ( 13 )The reported securities were included within 5,275 Units purchased by PVPFF V. ( 14 )Securities held of record by PVPFF V. ( 15 )The reported securities were included within 7,700 Units purchased by PVPSFF V. ( 16 )Securities held of record by PVPSFF V.

Remarks: Exhibit 24 - Power of Attorney Polaris Venture Partners IV, L.P. Polaris Venture Partners Entrepreneurs' Fund IV, L.P. Polaris Venture Management Co. IV, L.L.C. Jonathan A. Flint Terrance G. McGuire

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

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