SEC FORM 4

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^*

Pryor Cashman LLP

(Last)

(First)

(Middle)

7 TIMES SQUARE, 40TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Marina Biotech, Inc. [ MRNA ]

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)
10/03/2013

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
common stock, par value $0.006 per share⁽³⁾⁽⁴⁾	10/03/2013		S		65,000	D	$0.2513⁽¹⁾	1,735,000	D
common stock, par value $0.006 per share	10/04/2013		S		35,000	D	$0.2381⁽²⁾	1,700,000	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents the weighted average sales price per share. The shares sold at prices ranging from $0.24 to $0.256 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

2. Represents the weighted average sales price per share. The shares sold at prices ranging from $0.235 to $0.24 per share. Full information regarding the number of shares sold at each price shall be provided upon request of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

3. The shares that were sold by the Reporting Person in the transactions reported on this Form 4 were acquired by the Reporting Person pursuant to that certain Compromise and Release Agreement dated as of August 21, 2012 between the Reporting Person and the Issuer (the "Agreement"). At that time, in full satisfaction of amounts owing from the Issuer to the Reporting Person for services performed on or prior to August 7, 2012, the Issuer issued to the Reporting Person 1,800,000 shares of common stock (the "Shares"). The Agreement provided that (i) the Shares shall be forfeited to the Issuer on August 1, 2022 unless any one of the following events or transactions have theretofore occurred: (x) a transaction that results in a "change in control" of the Issuer where the shareholders of the Issuer will receive primarily cash and/or marketable securities; (continued to footnote 4)

4. (continued from footnote 3) (y) a listing of the common stock on Nasdaq, NYSE Amex or any equivalent exchange in the U.S. or any foreign jurisdiction; or (z) the receipt by the Issuer, in aggregate, in excess of $3 million in any combination of capital raises, asset sales or research, license, partnership or other third-party agreements, and (ii) the Reporting Person may not transfer the Shares while the Shares are subject to forfeiture in accordance with the above. On September 18, 2013, the Reporting Person and the Issuer amended the the Agreement so that 100,000 of the Shares were released from the forfeiture provisions and transfer restrictions set forth in the Agreement.

	/s/ Eric B. Woldenberg	10/04/2013
	** 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 4 (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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