*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1.
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NAME OF REPORTING PERSON
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Socius CG II, Ltd.
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IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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q
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(b)
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q
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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
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Bermuda
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |||
5.
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SOLE VOTING POWER
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1,305,970 (See Item 4)
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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1,305,970 (See Item 4)
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,305,970 (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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q
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
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9.9%
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12.
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TYPE OF REPORTING PERSON
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OO
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1.
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NAME OF REPORTING PERSON
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Socius Capital Group, LLC
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IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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27-1051956
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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q
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(b)
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q
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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
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |||
5.
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SOLE VOTING POWER
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1,305,970 (See Item 4)
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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1,305,970 (See Item 4)
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,305,970 (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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q
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
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9.9%
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12.
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TYPE OF REPORTING PERSON
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HC
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1.
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NAME OF REPORTING PERSON
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Terren S. Peizer
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IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
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q
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(b)
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q
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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
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |||
5.
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SOLE VOTING POWER
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1,305,970 (See Item 4)
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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1,305,970 (See Item 4)
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,305,970 (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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q
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
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9.9%
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12.
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TYPE OF REPORTING PERSON
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IN
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ITEM 1
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(a)
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Name of Issuer:
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Marina Biotech, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices:
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ITEM 2
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(a)
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Name of Person Filing:
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(b)
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Address of Principal Business Office, or, if None, Residence:
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(c)
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Citizenship:
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(d)
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Title of Class of Securities:
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(e)
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CUSIP NUMBER:
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ITEM 3:
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If this Statement if Filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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q
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a.
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Broker or dealer registered under Section 15 of the Exchange Act.
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q
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b.
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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q
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c.
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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q
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d.
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Investment company registered under Section 8 of the Investment Company Act.
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q
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e.
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
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q
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f.
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
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q
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g.
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
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q
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h.
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
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q
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i.
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act
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q
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j.
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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ITEM 4:
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Ownership
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(i)
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Sole power to vote or to direct the vote:
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(ii)
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Shared power to vote or to direct the vote:
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(iii)
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Sole power to dispose or to direct the disposition of:
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(iv)
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Shared power to dispose or to direct the disposition of:
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ITEM 5:
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Ownership of Five Percent or Less of a Class.
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ITEM 6:
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Ownership of More than Five Percent on Behalf of Another Person.
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ITEM 7:
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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ITEM 8:
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Identification and Classification of Members of the Group.
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ITEM 9:
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Notice of Dissolution of Group.
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ITEM 10:
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Certifications.
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Dated: December 29, 2011 | SOCIUS CG II, LTD. | |||
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By:
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/s/ Terren S. Peizer | ||
Name: | Terren S. Peizer | |||
Its: | Managing Director |
Dated: December 29, 2011 | SOCIUS CAPITAL GROUP, LLC | |||
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By:
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/s/ Terren S. Peizer | ||
Name: | Terren S. Peizer | |||
Its: | Managing Director | |||
Dated: December 29, 2011 | /s/ Terren S. Peizer | |||
Terren S. Peizer |
Dated: December 29, 2011 | SOCIUS CG II, LTD. | |||
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By:
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/s/ Terren S. Peizer | ||
Name: | Terren S. Peizer | |||
Its: | Managing Director |
Dated: December 29, 2011 | SOCIUS CAPITAL GROUP, LLC | |||
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By:
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/s/ Terren S. Peizer | ||
Name: | Terren S. Peizer | |||
Its: | Managing Director | |||
Dated: December 29, 2011 | /s/ Terren S. Peizer | |||
Terren S. Peizer |