Sec Form 4/A Filing - Maki David @ Pulmatrix, Inc. - 2015-06-15

FORM 4/A 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 Maki David 2. Issuer Name and Ticker or Trading Symbol Pulmatrix, Inc. [ PULM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PULMATRIX, INC.,, 990 HAYDEN AVE 3. Date of Earliest Transaction (MM/DD/YY) 06/15/2015 (Street) LEXINGTON, MA02421 4. If Amendment, Date Original Filed (MM/DD/YY) 06/17/2015 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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

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 Warrants to Purchase Common Stock $ 7.55 ( 1 ) 06/15/2015 A 398,754 ( 5 )( 6 ) ( 5 )( 6 ) Common Stock 398,754 ( 2 ) ( 7 ) 398,754 I See Footnote ( 3 ) Warrants to Purchase Common Stock $ 7.55 ( 1 ) 06/15/2015 A 398,754 ( 5 )( 6 ) ( 5 )( 6 ) Common Stock 398,754 ( 2 ) ( 8 ) 398,754 I See Footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Maki David C/O PULMATRIX, INC., 990 HAYDEN AVE LEXINGTON, MA02421 X Signatures /s/ Linda Rockett, Attorney-in-fact 06/25/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The initial Form 4 filed on June 17, 2015 by the Reporting Person contained an exercise price for these warrants of $7.5625. This Form 4/A is being filed to correct the exercise price of the warrants to $7.55. ( 2 )Reflects a 1-for-2.5 reverse stock split effected on June 15, 2015. ( 3 )Represents securities directly beneficially owned by Altitude Fund II. Mr. Maki, a director of the Issuer and the General Partner of Altitude Fund II, may be deemed to have beneficially ownership over the shares held by Altitude Fund II. Mr. Maki disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. ( 4 )Represents securities directly beneficially owned by Altitude Side Fund II. Mr. Maki, a director of the Issuer and the General Partner of Altitude Side Fund II, may be deemed to have beneficially ownership over the shares held by Altitude Side Fund II. Mr. Maki disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. ( 5 )These warrants are exercisable (the "Initial Exercise Date") upon the earliest to occur of (a) the Issuer entering into a strategic license agreement with a third party related to any of the Issuer's products pursuant to which the Issuer is guaranteed to receive consideration from such third party consisting of cash, marketable securities or a combination thereof having a value of at least $20,000,000 in the aggregate; (b) the Issuer consummating a public or private offering of Common Stock or common stock equivalents resulting in gross proceeds to the Issuer of at least $20,000,000 at a price per share of at least $4.00 per share (subject to adjustment for stock splits, reverse stock splits, stock dividends and other similar events, but no adjustment shall be made in respect of the Merger); ( 6 )(c) the volume weighted average price per share of Common Stock exceeding $5.00 (subject to adjustment for stock splits, reverse stock splits, stock dividends and other similar events, but no adjustment shall be made in respect of the Merger) for a period of sixty consecutive trading days and the average daily trading volume exceeds 100,000 (subject to adjustment for stock splits, reverse stock splits, stock dividends and other similar events, but no adjustment shall be made in respect of the Merger) shares of Common Stock per trading day; or (d) a change of control. These warrants expire five years from the Initial Exercise Date. ( 7 )On June 15, 2015, Altitude Fund II received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 6,727,184 shares of common stock of a private company formerly known as Pulmatrix, Inc. (the "Former Entity") with an exercise price of $0.448266 in connection with the merger of the Former Entity into the Issuer (the "Merger"). ( 8 )On June 15, 2015, Altitude Side Fund II received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 6,727,184 shares of common stock of Former Entity with an exercise price of $0.448266 in connection with the Merger.

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