SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Lorenzo Jennifer

(Last) (First) (Middle)
C/O GJG CAPITAL, LLC
107 CIRCLE ROAD

(Street)
STATEN ISLAND NY 10304

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Matinas BioPharma Holdings, Inc. [ MTNB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2017
4. If Amendment, Date of 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
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 03/15/2017 X 1,369,169 A $0.75 10,496,760(1) I(1) By GJG Life Sciences, LLC(1)
Common Stock 521,243 D(1)
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 Securities Underlying Derivative Security (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: 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
Warrant (right to buy) $0.75 03/15/2017 X 1,369,169 04/10/2015 03/30/2020 Common Stock 1,369,169 $0 0 I(1) By GJG Life Sciences, LLC(1)
Class A Convertible Preferred Stock $0.5 07/29/2016 (2) Common Stock 3,950,000(2) 3,950,000(2) I(1)(2) By GJG Life Sciences, LLC(2)
Class A Convertible Preferred Stock $0.5 07/29/2016 (2) Common Stock 950,000(2) 950,000(2) I(1)(2) By GJG Life Sciences, LLC(2)
1. Name and Address of Reporting Person*
Lorenzo Jennifer

(Last) (First) (Middle)
C/O GJG CAPITAL, LLC
107 CIRCLE ROAD

(Street)
STATEN ISLAND NY 10304

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GJG Life Sciences, LLC

(Last) (First) (Middle)
C/O GJG CAPITAL, LLC
107 CIRCLE ROAD

(Street)
STATEN ISLAND NY 10304

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GJG Capital, LLC

(Last) (First) (Middle)
107 CIRCLE ROAD

(Street)
STATEN ISLAND NY 10304

(City) (State) (Zip)
Explanation of Responses:
1. On March 15, 2017 GJG Life Sciences, LLC exercised a warrant to purchase 1,369,169 shares of Matinas common stock at an exercise price of $0.75 a share. The warrant was owned directly by GJG Life Sciences, LLC, a limited liability company of which GJG Capital, LLC is the Managing Member. The reporting person is the Managing Member of GJG Capital, LLC and, as a result, the reporting person and GJG Capital, LLC may be deemed to be indirect beneficial owners of the reported securities. Jennifer Lorenzo and GJG Capital, LLC disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest. The reporting person is the direct owner of 521,243 shares of Matinas common stock.
2. GJG Life Sciences, LLC is the direct owner of Class A Convertible Preferred Stock of Matinas (the "Class A Preferred"). The Class A Preferred will convert automatically into Matinas common stock upon the earlier of (i) notice by Matinas to the holders that Matinas elected to convert all outstanding shares of Class A Preferred, (ii) three years from July 29, 2016, (iii) the approval of Matinas' MAT2203 product candidate by the U.S. Food and Drug Administration or the European Medicines Agency (the "Regulatory Approval") or (iv) the Regulatory Approval of Matinas' MAT2501 product candidate. Jennifer Lorenzo and GJG Capital, LLC disclaim beneficial ownership of the Class A Preferred Stock except to the extent of their respective pecuniary interest.
/s/ Jennifer Lorenzo 03/16/2017
/s/ Jennifer Lorenzo, Managing Member of GJG Life Sciences, LLC 03/16/2017
/s/ Jennifer Lorenzo, Managing Member of GJG Capital, LLC 03/16/2017
** Signature of Reporting Person Date
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