SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Pryor Cashman LLP (Last) (First) (Middle) 7 TIMES SQUARE, 40TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/21/2012	3. Issuer Name and Ticker or Trading Symbol Marina Biotech, Inc. [ MRNA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.006 per share	1,800,000(1)(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. In full satisfaction of amounts owing from the Issuer to the Reporting Person for services performed on or prior to August 7, 2012 (the "Obligations"), the Issuer issued to the Reporting Person an aggregate of 1,800,000 shares (the "Shares") of the common stock, par value $0.006 per share (the "Common Stock"), of the Issuer. The Shares shall be forfeited to the Issuer on August 1, 2022, unless any one of the following events or transactions have theretofore occurred (for purposes of clarity, immediately upon the occurrence of any one of the following events or transactions, the Issuer's forfeiture right shall lapse and be null and void without any further action or notice by either of the Issuer or the Reporting Person): (i) a transaction that results in a "change in control" of the Issuer (as defined in the Issuer's 2008 Stock Incentive Plan) where the shareholders of the Issuer will receive primarily cash and/or marketable securities; (Continued to Footnote 2)

2. (Continued from Footnote 1) (ii) a listing of the Common Stock on NASDAQ, NYSE Amex or any equivalent exchange in the United States or any foreign jurisdiction; or (iii) the receipt by the Issuer, in aggregate, in excess of $3,000,000 in any combination of capital raises, asset sales or research, license, partnership or other third-party agreements. The Reporting Person may not transfer the Shares while the Shares are subject to forfeiture in accordance with the above.

	/s/ Eric B. Woldenberg	08/31/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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