Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
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 (Month/Day/Year)
04/03/2018
(Street)

LEXINGTON, MA 02421		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 04/03/2018   P   345,551 A (1) 1,556,676 I See Footnotes (2) (3) (4)
Common Stock 04/03/2018   P   6,478 A (5) 29,178 I See Footnotes (3) (4) (6)
Common Stock 04/03/2018   P   769,989 A (7) 3,468,190 I See Footnotes (8) (9) (10)
Common Stock 04/03/2018   P   15,007 A (11) 67,729 I See Footnotes (9) (10) (12)
Common Stock 04/03/2018   P   5,275 A (13) 23,875 I See Footnotes (9) (10) (14)
Common Stock 04/03/2018   P   7,700 A (15) 34,587 I See Footnotes (9) (10) (16)

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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 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, MA 02421		   X   X    
Flint Jonathan A
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON, MA 02210		     X    
Polaris Venture Management Co IV LLC
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON, MA 02210		     X    
POLARIS VENTURE PARTNERS ENTREPRENEURS FUND IV LP
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON, MA 02210		     X    
POLARIS VENTURE PARTNERS IV LP
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON, MA 02210		     X    
Polaris Venture Management Co. V, L.L.C.
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON, MA 02210		     X    
Polaris Venture Partners Entrepreneurs' Fund V, L.P.
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON, MA 02210		     X    
Polaris Venture Partners V, L.P.
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON, MA 02210		     X    
Polaris Venture Partners Founders' Fund V, L.P.
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON, MA 02210		     X    
Polaris Venture Partners Special Founders' Fund V, L.P.
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON, MA 02210		     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:

* 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).
(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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