SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A
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(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
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PURSUANT TO 13d-2(b)
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(Amendment No. 1)*
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Marina Biotech, Inc.
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(Name of Issuer)
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Common Stock, $0.006 par value
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(Title of Class of Securities)
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56804Q201
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(CUSIP Number)
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December 31, 2011
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 6 Pages)
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CUSIP No. 56804Q201
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13G/A
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Page 2 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Empery Asset Management, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
Warrants to purchase 49,542 shares of Common Stock (see Item 4)
Warrants to purchase 740,000 shares of Common Stock (see Item 4)*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
Warrants to purchase 49,542 shares of Common Stock (see Item 4)
Warrants to purchase 740,000 shares of Common Stock (see Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Warrants to purchase 49,542 shares of Common Stock (see Item 4)
Warrants to purchase 740,000 shares of Common Stock (see Item 4)*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.99% (see Item 4)*
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 56804Q201
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13G/A
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Page 3 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ryan M. Lane
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
Warrants to purchase 49,542 shares of Common Stock (see Item 4)
Warrants to purchase 740,000 shares of Common Stock (see Item 4)*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
Warrants to purchase 49,542 shares of Common Stock (see Item 4)
Warrants to purchase 740,000 shares of Common Stock (see Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Warrants to purchase 49,542 shares of Common Stock (see Item 4)
Warrants to purchase 740,000 shares of Common Stock (see Item 4)*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.99% (see Item 4)*
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 56804Q201
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13G/A
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Page 4 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Martin D. Hoe
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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||||
6
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SHARED VOTING POWER
Warrants to purchase 49,542 shares of Common Stock (see Item 4)
Warrants to purchase 740,000 shares of Common Stock (see Item 4)*
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|||||
7
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SOLE DISPOSITIVE POWER
0
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|||||
8
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SHARED DISPOSITIVE POWER
Warrants to purchase 49,542 shares of Common Stock (see Item 4)
Warrants to purchase 740,000 shares of Common Stock (see Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Warrants to purchase 49,542 shares of Common Stock (see Item 4)
Warrants to purchase 740,000 shares of Common Stock (see Item 4)*
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|||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.99% (see Item 4)*
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 56804Q201
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13G/A
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Page 5 of 6 Pages
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Item 2 (b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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The address of the business office of each of the Reporting Persons is :
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1 Rockefeller Plaza, Suite 1205
New York, NY 10020
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Item 2(e)
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CUSIP Number
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56804Q201
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Item 4.
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OWNERSHIP.
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [X]
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CUSIP No. 56804Q201
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13G/A
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Page 6 of 6 Pages
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EMPERY ASSET MANAGEMENT, LP
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By:
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EMPERY AM GP, LLC, its General Partner
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/s/ Ryan M. Lane
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RYAN M. LANE
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By:
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/s/ Ryan M. Lane
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Name:
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Ryan M. Lane
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Title:
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Managing Member
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/s/ Martin D. Hoe
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MARTIN D. HOE
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