Statement of Ownership (sc 13g)
November 23 2016 - 12:37PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Marina
Biotech, Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
56804Q201
(CUSIP
Number)
November
15, 2016
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ]
Rule 13d-1(b)
[X]
Rule 13d-1(c)
[ ]
Rule 13d-1(d)
*
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.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the 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).
1
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
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Pyng
Soon
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
[ ]
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(b)
[ ]
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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:
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5
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SOLE
VOTING POWER
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5,255,354
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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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5,255,354
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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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5,255,354
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10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[ ]
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.9%*
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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FOOTNOTES
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*
Percentage calculated based on 89,771,379 shares of common stock outstanding after giving effect to the consummation of the
merger of a wholly-owned subsidiary of the Issuer into IthenaPharma Inc. on November 15, 2016, as described in a Current Report
on Form 8-K filed by the Issuer on November 18, 2016.
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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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P.O.
Box 1559
Bothell,
WA 98041
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Item
2.
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(a)
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Name
of Person Filing
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Pyng Soon
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(b)
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Address
of Principal Business Office or, if none, Residence
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21566
Barbi Drive
Diamond
Bar, CA 91765
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(c)
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Citizenship
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United
States
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(d)
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Title
of Class of Securities
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Common
Stock
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(e)
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CUSIP
Number
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56804Q201
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Item
3.
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If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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[ ]
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[ ]
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[ ]
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. [ ]78c).
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(d)
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[ ]
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Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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[ ]
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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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 of 1940 (15 U.S.C. 80a-3);
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(j)
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[ ]
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A
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
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(k)
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[ ]
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Group,
in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
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(a)
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Amount
beneficially owned:
5,255,354
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(b)
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Percent
of class:
5.9%
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote:
5,255,354
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(ii)
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Shared
power to vote or to direct the vote:
0
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(iii)
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Sole
power to dispose or to direct the disposition of:
5,255,354
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(iv)
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Shared
power to dispose or to direct the disposition of:
0
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Item
5.
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Ownership
of Five Percent or Less of a Class
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ].
Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
applicable.
Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not
applicable.
Item
8.
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Identification
and Classification of Members of the Group
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Not
applicable.
Item
9.
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Notice
of Dissolution of Group
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Not
applicable.
Item
10.
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Certification
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By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or
effect.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date
:
November 23, 2016
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By:
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/s/
Pyng Soon
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Name:
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Pyng Soon
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Footnotes:
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Attention:
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Intentional
misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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