X0303 4 2009-03-16 0 0000737207 MDRNA, Inc. MRNA 0001008227 QUAY STEVEN C 3830 MONTE VILLA PARKWAY BOTHELL WA 98021 1 0 0 0 Common Stock of MDRNA, Inc. 2009-03-20 4 A 0 731275 A 1166504 D Common Stock of MDRNA, Inc. 165 I Held by spouse Common Stock Options of MDRNA, Inc. 14.72 2008-10-28 2008-10-28 4 J 0 600000 14.72 D 2006-07-20 2015-07-20 Common Stock 600000 2604247 D Common Stock Options of MDRNA, Inc. 25.00 2008-10-28 2008-10-28 4 J 0 100000 25.00 D 2003-05-02 2012-05-02 Common Stock 100000 2504247 D Common Stock Options of MDRNA, Inc. 12.94 2009-03-16 2009-03-16 4 J 0 800000 12.94 D 2003-05-02 2012-05-02 Common Stock 800000 1704247 D Not applicable. On October 1, 2008, the reporting person purchased 770 shares of Common Stock of MDRNA, Inc. pursuant to the MDRNA, Inc. 2007 Employee Stock Purchase Plan (the "Plan") that allows for the purchase of shares of the company's common stock at a 15% discount of the fair market value of the shares of common stock on the applicable offering date or on the applicable purchase date, as defined in the Plan. In addition, on March 20, 2009, the reporting person and the Company entered into an Amendment, Acknowledgment and Mutual Release under which the reporting person was issued 731,275 restricted shares of MDRNA, Inc.'s common stock in partial payment of severance due to the reporting person by the Company. The shares contain a restrictive legend allowing the sale of such shares after a 6-month holding period subject to SEC regulations. On October 28, 2008, the reporting person surrendered vested options to purchase 600,000 shares of MDRNA, Inc.'s common stock of at an exercise price of $14.72 and vested options to purchase 100,000 shares of MDRNA, Inc.'s common stock of at an exercise price of $25.00 per share, to the company for no consideration. Such options were then cancelled by the company. On March 16, 2009, the reporting person surrendered vested options to purchase 800,000 shares of MDRNA, Inc.'s common stock at an exercise price of $12.94 per share, to the company for no consideration. Such options were then cancelled by the company. /s/ Bruce R. York Chief Financial Officer 2009-03-20