FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Lorenzo Jennifer 		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)
(Last)          (First)          (Middle)

C/O GJG CAPITAL, LLC, 107 CIRCLE ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/15/2017
(Street)

STATEN ISLAND, NY 10304
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/15/2017     X    1369169   A $0.75   10496760   (1) I   (1) By GJG Life Sciences, LLC   (1)
Common Stock                  521243   D   (1)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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   3/15/2017     X         1369169    4/10/2015   3/30/2020   Common Stock   1369169   $0   0   I   (1) By GJG Life Sciences, LLC   (1)
Class A Convertible Preferred Stock   $0.50                    7/29/2016     (2) Common Stock   3950000   (2)   3950000   (2) I   (1) (2) By GJG Life Sciences, LLC   (2)
Class A Convertible Preferred Stock   $0.50                    7/29/2016     (2) Common Stock   950000   (2)   950000   (2) I   (1) (2) By GJG Life Sciences, LLC   (2)

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Lorenzo Jennifer
C/O GJG CAPITAL, LLC
107 CIRCLE ROAD
STATEN ISLAND, NY 10304
X

GJG Life Sciences, LLC
C/O GJG CAPITAL, LLC
107 CIRCLE ROAD
STATEN ISLAND, NY 10304
X

GJG Capital, LLC
107 CIRCLE ROAD
STATEN ISLAND, NY 10304
X


Signatures
/s/ Jennifer Lorenzo 3/16/2017
** Signature of Reporting Person Date

/s/ Jennifer Lorenzo, Managing Member of GJG Life Sciences, LLC 3/16/2017
** Signature of Reporting Person Date

/s/ Jennifer Lorenzo, Managing Member of GJG Capital, LLC 3/16/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Matinas Biopharma (AMEX:MTNB)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Matinas Biopharma Charts.
Matinas Biopharma (AMEX:MTNB)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Matinas Biopharma Charts.